Common use of Reimbursement to Issuing Banks Clause in Contracts

Reimbursement to Issuing Banks. (a) An Issuing Bank shall give the Working Capital Facility Agent, the Security Trustee, the Borrower and each of the Working Capital Lenders prompt notice of any payment made by such Issuing Bank in accordance with the terms of any Letter of Credit issued by such Issuing Bank (an “LC Payment Notice”) no later than 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of such payment by such Issuing Bank. (b) Upon delivery to the Borrower of an LC Payment Notice on or before 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of such payment by an Issuing Bank, unless the Borrower provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan in accordance with Sections 3.03(c) and (f), the Borrower shall, on or before 12:00 noon, New York City time, on such Business Day, reimburse such Issuing Bank for such payment (an “LC Reimbursement Payment”) by paying to the Working Capital Facility Agent, for the account of such Issuing Bank, an amount equal to the payment made by such Issuing Bank plus interest on such amount at a rate per annum equal to the Alternate Base Rate plus 2.00%; provided that, if an Issuing Bank delivers an LC Payment Notice to the Borrower after 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of payment by such Issuing Bank, the Borrower shall make the LC Reimbursement Payment on or before 12:00 noon, New York City time, on the next succeeding Business Day. An Issuing Bank’s failure to provide an LC Payment Notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank for any payment it makes under any Letter of Credit. In the case of any Non-Fronted Letters of Credit issued with respect to a specific Non-Fronted LC Amount, the Borrower may not elect to make an LC Reimbursement Payment and/or convert a reimbursement obligation into a LC Loan for some but not all the Issuing Banks providing Non-Fronted Letters of Credit with respect to such Non-Fronted LC Amount. (c) If the Borrower fails to make the LC Reimbursement Payment as required under Section 3.03(b) (Reimbursement to Issuing Banks) or provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan, such reimbursement obligation shall automatically convert to an LC Loan. If such LC Loan relates to a Fronted Letter of Credit, the Working Capital Facility Agent shall promptly notify each of the Working Capital Lenders of the amount of its share of the payment made under such Fronted Letter of Credit, which shall be such Working Capital Lender’s Commitment Percentage of such amount paid by such Issuing Bank (the “Working Capital Lender Payment Notice”). Subject to Section 3.02(f) (Letters of Credit), each Working Capital Lender hereby severally agrees to pay the amount specified in the Working Capital Lender Payment Notice in immediately available funds to the Working Capital Facility Agent for the account of such Issuing Bank with respect to a Fronted Letter of Credit plus interest on such amount at a rate per annum equal to the Federal Funds Rate from the date of such payment by such Issuing Bank to the date of payment to such Issuing Bank by such Working Capital Lender. Each Working Capital Lender shall make such payment by not later than 4:00 p.m., New York City time, on the date it received the Working Capital Lender Payment Notice (if such notice is received at or prior to 1:00 p.m., New York City time) and before 12:00 noon, New York City time, on the next succeeding Business Day following such receipt (if such notice is received after 1:00 p.m., New York City time). In the case of Fronted Letters of Credit, each Working Capital Lender shall indemnify and hold harmless such Issuing Bank from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs, and expenses (including reasonable attorneys’ fees and expenses) resulting from any failure on the part of such Working Capital Lender to provide, or from any delay in providing, the Working Capital Facility Agent for the account of such Issuing Bank with its Commitment Percentage of the amount paid under the Fronted Letter of Credit but no such Working Capital Lender shall be so liable for any such failure on the part of or caused by any other Working Capital Lender or the willful misconduct or gross negligence, as determined by a court of competent jurisdiction by a final and non-appealable order, of the Working Capital Facility Agent. Each Working Capital Lender’s obligation to make each such payment to the Working Capital Facility Agent for the account of the applicable Issuing Bank in the case of payments made in respect of a Fronted Letter of Credit shall be several and not joint and shall not be affected by (A) the occurrence or continuance of any Working Capital Facility Event of Default, (B) the failure of any other Working Capital Lender to make any payment under this Section 3.03 (Reimbursement to Issuing Banks), or (C) the date of the drawing under the applicable Letter of Credit issued by the applicable Issuing Bank; provided that, such drawing occurs prior to the earlier of (i) the Working Capital Final Maturity Date or (ii) the termination date of the applicable Fronted Letter of Credit. Each Working Capital Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (d) The Working Capital Facility Agent shall pay to the applicable Issuing Bank in immediately available funds the amounts paid in respect of a Fronted Letter of Credit pursuant to Section 3.03(b) (Reimbursement to Issuing Banks) and Section 3.03(c) (Reimbursement to Issuing Banks) before the close of business on the day such payment is received; provided that, any amount received by the Working Capital Facility Agent that is due and owing to such Issuing Bank and remains unpaid to such Issuing Bank on the date of receipt shall be paid on the next succeeding Business Day with interest payable at the Federal Funds Rate. (e) For so long as any Working Capital Lender is a Defaulting Lender under clause (a) of the definition thereof, each Issuing Bank in respect of a Fronted Letter of Credit shall be deemed, for purposes of Section 4.17 (Sharing of Payments) and Article IX (Default and Enforcement), to be a Working Capital Lender hereunder in substitution of such Defaulting Lender and shall be owed a loan in an amount equal to the outstanding principal amount due and payable by such Defaulting Lender to the Working Capital Facility Agent for the account of each Issuing Bank in respect of such Fronted Letter of Credit pursuant to subsection (c) above. Notwithstanding anything else to the contrary contained herein, the failure of any Working Capital Lender to make any required payment in response to any LC Payment Notice in respect of a Fronted Letter of Credit shall not increase the total aggregate amount payable by the Borrower with respect to the payment described in the related LC Payment Notice in respect of a Fronted Letter of Credit above the total aggregate amount that would have been payable by the Borrower at the applicable rate for Working Capital Loans if such Defaulting Lender would have funded its payments to such Working Capital Facility Agent in a timely manner in response to such LC Payment Notice in respect of a Fronted Letter of Credit. (f) Each payment made by a Working Capital Lender under subsection (c) above shall constitute an LC Loan deemed made by such Working Capital Lender to the Borrower on the date of such payment by an Issuing Bank under a Fronted Letter of Credit issued by such Issuing Bank. All such payments by the Working Capital Lenders in respect of any one such payment by such Issuing Bank shall constitute a single LC Loan hereunder. Each payment made by an Issuing Bank in respect of a Non-Fronted Letter of Credit that is not reimbursed by the Borrower or that is converted into an LC Loan by notice from the Borrower pursuant to clause (c) above shall constitute an LC Loan deemed made by such Issuing Bank in its capacity as a Working Capital Lender. LC Loans that are converted to Term SOFR Loans in respect of Non-Fronted Letters of Credit with respect to a specific Non-Fronted LC Amount shall constitute a single Term SOFR Loan for the purposes of Section 4.05(e) (Interest Rates) hereunder. Each LC Loan initially shall be a Base Rate Loan.

Reimbursement to Issuing Banks. (a) An Issuing Bank shall give the Working Capital Credit Facility Agent, the Security TrusteeCollateral Agent, the Borrower and each of the Working Capital Lenders prompt notice of any payment made by such Issuing Bank in accordance with the terms of any Letter of Credit issued by such Issuing Bank (an “LC Payment Notice”) no later than 10:00 a.m., New York City time, a.m. on the Business Day immediately succeeding the date of such payment by such Issuing Bank. (b) Upon delivery to the Borrower of an LC Payment Notice on or before 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of such payment by an Issuing Bank, unless the Borrower provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan in accordance with Sections 3.03(cshall either (i) and (f), the Borrower shall, on or before 12:00 noon, New York City time, noon on such Business Day, reimburse such Issuing Bank for such payment (an “LC Reimbursement Payment”) by paying to the Working Capital Credit Facility Agent, for the account of such Issuing Bank, an amount equal to the payment made by such Issuing Bank plus interest on such amount at a rate per annum equal to the Alternate Base Rate plus 2.00%; the Applicable Margin for Base Rate Loans (provided that, if an Issuing Bank delivers an LC Payment Notice to the Borrower after 10:00 a.m., a.m. New York City time, time on the Business Day immediately succeeding the date of payment by such Issuing Bank, the Borrower shall make the LC Reimbursement Payment on or before 12:00 noon, noon New York City time, time on the next succeeding Business Day) or (ii) (A) provide written notice to such Issuing Bank and the Credit Facility Agent electing to have the reimbursement obligation converted into an LC Loan in accordance with Sections 3.02(c) and (f) (Reimbursement to Issuing Banks) or (B) not make the LC Reimbursement Payment as required under Section 3.02(b)(i) (Reimbursement to Issuing Banks), in which case, in the case of this clause (ii), such reimbursement obligation shall automatically convert to an LC Loan as of such time; provided that, no Loan Facility Event of Default shall have occurred and been Continuing as of the time of the applicable payment made under the Letter of Credit. An Issuing Bank’s failure to provide an LC Payment Notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank for any payment it makes under any Letter of Credit. In the case of any Non-Fronted Letters of Credit issued with respect to a specific Non-Fronted LC Amount, the Borrower may not elect to make an LC Reimbursement Payment and/or convert a reimbursement obligation into a LC Loan for some but not all the Issuing Banks providing Non-Non- Fronted Letters of Credit with respect to such Non-Fronted LC Amount. (c) If the Borrower fails to make the LC Reimbursement Payment as required under Section 3.03(b3.02(b) (Reimbursement to Issuing Banks) or provides written notice to such Issuing Bank and the Working Capital Credit Facility Agent electing to have the reimbursement obligation converted into an LC Loan, such reimbursement obligation shall automatically convert to an LC Loan; provided that, no Loan Facility Event of Default shall have occurred and been Continuing as of the time of the applicable payment made under the Letter of Credit. If such LC Loan or failure to make the LC Reimbursement Payment relates to a Fronted Letter of Credit, the Working Capital Credit Facility Agent shall promptly notify each of the Working Capital Lenders of the amount of its share of the payment made under such Fronted Letter of Credit, which shall be such Working Capital Lender’s Commitment Percentage of such amount paid by such Issuing Bank (the “Working Capital Lender Payment Notice”). Subject to Section 3.02(f3.01(f) (Letters of Credit), each Working Capital Lender hereby severally agrees to pay the amount specified in the Working Capital Lender Payment Notice in immediately available funds to the Working Capital Credit Facility Agent for the account of such Issuing Bank with respect to a Fronted Letter of Credit plus interest on such amount at a rate per annum equal to the Federal Funds Effective Rate from the date of such payment by such Issuing Bank to the date of payment to such Issuing Bank by such Working Capital Lender. Each Working Capital Lender shall make such payment by not later than 4:00 p.m., p.m. New York City time, time on the date it received the Working Capital Lender Payment Notice (if such notice is received at or prior to 1:00 p.m., p.m. New York City time) and before 12:00 noon, noon New York City time, time on the next succeeding Business Day following such receipt (if such notice is received after 1:00 p.m., p.m. New York City time). In the case of Fronted Letters of Credit, each Working Capital Lender shall severally indemnify and hold harmless such Issuing Bank from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs, and expenses (including reasonable attorneys’ fees and expenses) resulting from any failure on the part of such Working Capital Lender to provide, or from any delay in providing, the Working Capital Credit Facility Agent for the account of such Issuing Bank with its Commitment Percentage of the amount paid under the Fronted Letter of Credit but no such Working Capital Lender shall be so liable for any such failure on the part of or caused by any other Working Capital Lender or the willful misconduct or gross negligence, as determined by a court of competent jurisdiction by a final and non-appealable order, of the Working Capital Credit Facility Agent. Each Working Capital Lender’s obligation to make each such payment to the Working Capital Credit Facility Agent for the account of the applicable Issuing Bank in the case of payments made in respect of a Fronted Letter of Credit shall be several and not joint and shall not be affected by (Ai) the occurrence or continuance of any Working Capital Loan Facility Event of Default, (Bii) the failure of any other Working Capital Lender to make any payment under this Section 3.03 3.02 (Reimbursement to Issuing Banks), or (Ciii) the date of the drawing under the applicable Letter of Credit issued by the applicable Issuing Bank; provided that, such drawing occurs prior to the earlier of (iA) the Working Capital Final Maturity Date or (iiB) the termination latest date allowed for presentation of documents under the applicable Fronted Letter of Credit. Each Working Capital Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (d) The Working Capital Credit Facility Agent shall pay to the applicable Issuing Bank in immediately available funds the amounts paid in respect of a Fronted Letter of Credit pursuant to Section 3.03(b3.02(b) (Reimbursement to Issuing Banks) and Section 3.03(c3.02(c) (Reimbursement to Issuing Banks) before the close of business on the day such payment is received; provided that, any amount received by the Working Capital Credit Facility Agent that is due and owing to such Issuing Bank and remains unpaid to such Issuing Bank on the date of receipt shall be paid on the next succeeding Business Day with interest payable at the Federal Funds Effective Rate. (e) For so long as any Working Capital Lender is a Defaulting Lender under clause (a) of the definition thereof, each Issuing Bank such Defaulting Lender’s participation in respect of a Fronted Letter of Credit LC Exposure shall be deemed, for purposes of reallocated in accordance with Section 4.17 4.18(b) (Sharing of Payments) and Article IX (Default and EnforcementDefaulting Lenders), to be a Working Capital Lender hereunder in substitution of such Defaulting Lender and shall be owed a loan in an amount equal to the outstanding principal amount due and payable by such Defaulting Lender to the Working Capital Facility Agent for the account of each Issuing Bank in respect of such Fronted Letter of Credit pursuant to subsection (c) above. Notwithstanding anything else to the contrary contained herein, the failure of any Working Capital Lender to make any required payment in response to any LC Payment Notice in respect of a Fronted Letter of Credit shall not increase the total aggregate amount payable by the Borrower with respect to the payment described in the related LC Payment Notice in respect of a Fronted Letter of Credit above the total aggregate amount that would have been payable by the Borrower at the applicable rate for Working Capital Loans if such Defaulting Lender would have funded its payments to such Working Capital Facility Agent in a timely manner in response to such LC Payment Notice in respect of a Fronted Letter of Credit. (f) Each payment made by a Working Capital Lender under subsection clause (c) above shall constitute an LC Loan deemed made by such Working Capital Lender to the Borrower on the date of such payment by an Issuing Bank under a Fronted Letter of Credit issued by such Issuing Bank. All such payments by the Working Capital Lenders in respect of any one such payment by such Issuing Bank shall constitute a single LC Loan hereunder. Each payment made by an Issuing Bank in respect of a Non-Fronted Letter of Credit that is not reimbursed by the Borrower or that is converted into an LC Loan by notice from the Borrower pursuant to clause (c) above shall constitute an LC Loan deemed made by such Issuing Bank in its capacity as a Working Capital Lender. LC Loans that are converted to Term SOFR Loans in respect of Non-Fronted Letters of Credit with respect to a specific Non-Fronted LC Amount shall constitute a single Term SOFR Loan for the purposes of Section 4.05(e) (Interest Rates) hereunder. Each LC Loan initially shall be a Base Rate Loan.

Reimbursement to Issuing Banks. (a) An The Borrower hereby agrees to pay to the Administrative Agent for the account of each Issuing Bank, on demand made by such Issuing Bank to the Borrower and the Administrative Agent, on and after each date on which such Issuing Bank shall give pay any amount under the Working Capital Facility AgentLetter of Credit issued (or, pursuant to Section 4.02(d), deemed issued) by such Issuing Bank, a sum equal to the Security Trustee, amount so paid plus interest on such amount from the Borrower and each of date so paid by such Issuing Bank until repayment to such Issuing Bank in full at a fluctuating interest rate per annum equal at all times to the Working Capital Lenders prompt notice of Applicable Rate for ABR Loans. (b) If any Issuing Bank shall not have been reimbursed in full for any payment made by such Issuing Bank in accordance with under the terms of any Letter of Credit issued (or, pursuant to Section 4.02(d), deemed issued) by such Issuing Bank on the date of such payment, such Issuing Bank shall give the Administrative Agent and each Lender prompt notice thereof (an “"LC Payment Notice”PAYMENT NOTICE") no later than 10:00 a.m., New York City time, 12:00 noon on the Business Day immediately succeeding the date of such payment by such Issuing Bank. (b) Upon delivery . Each Lender severally agrees to purchase a participation in the reimbursement obligation of the Borrower of an LC Payment Notice on or before 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of such payment by an Issuing Bank, unless the Borrower provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan in accordance with Sections 3.03(cunder subsection (a) and (f)above, the Borrower shall, on or before 12:00 noon, New York City time, on such Business Day, reimburse such Issuing Bank for such payment (an “LC Reimbursement Payment”) by paying to the Working Capital Facility Agent, for the account of such Issuing Bank, an amount equal to the payment made by such Issuing Bank plus interest on such amount at a rate per annum equal to the Alternate Base Rate plus 2.00%; provided that, if an Issuing Bank delivers an LC Payment Notice to the Borrower after 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of payment by such Issuing Bank, the Borrower shall make the LC Reimbursement Payment on or before 12:00 noon, New York City time, on the next succeeding Business Day. An Issuing Bank’s failure to provide an LC Payment Notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank for any payment it makes under any Letter of Credit. In the case of any Non-Fronted Letters of Credit issued with respect to a specific Non-Fronted LC Amount, the Borrower may not elect to make an LC Reimbursement Payment and/or convert a reimbursement obligation into a LC Loan for some but not all the Issuing Banks providing Non-Fronted Letters of Credit with respect to such Non-Fronted LC Amount. (c) If the Borrower fails to make the LC Reimbursement Payment as required under Section 3.03(b) (Reimbursement to Issuing Banks) or provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan, such reimbursement obligation shall automatically convert to an LC Loan. If such LC Loan relates to a Fronted Letter of Credit, the Working Capital Facility Agent shall promptly notify each of the Working Capital Lenders of the amount of its share of the payment made under such Fronted Letter of Credit, which shall be such Working Capital Lender’s Commitment Percentage of such amount paid by such Issuing Bank (the “Working Capital Lender Payment Notice”). Subject to Section 3.02(f) (Letters of Credit), each Working Capital Lender hereby severally agrees to pay the amount specified in the Working Capital Lender Payment Notice in immediately available funds to the Working Capital Facility Administrative Agent for the account of such Issuing Bank with respect an amount equal to a Fronted Letter such Lender's Percentage of Credit such unreimbursed amount paid by such Issuing Bank, plus interest on such amount at a rate per annum equal to the Federal Funds Effective Rate from the date of such payment by such Issuing Bank to the date of payment to such Issuing Bank by such Working Capital Lender. Each Working Capital Lender shall make such payment by a Lender shall be made not later than 4:00 p.m., New York City time, 3:00 P.M. on the date it received later to occur of (i) the Working Capital Lender Payment Notice (if such notice is received at or prior to 1:00 p.m., New York City time) and before 12:00 noon, New York City time, on the next succeeding Business Day immediately following the date of such receipt (if such notice is received after 1:00 p.m., New York City time). In the case of Fronted Letters of Credit, each Working Capital Lender shall indemnify and hold harmless payment by such Issuing Bank and (ii) the Business Day on which such Lender shall have received an LC Payment Notice from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs, and expenses (including reasonable attorneys’ fees and expenses) resulting from any failure on such Issuing Bank. Each Lender's obligation to make each such payment to the part of such Working Capital Lender to provide, or from any delay in providing, the Working Capital Facility Administrative Agent for the account of such Issuing Bank with its Commitment Percentage of the amount paid under the Fronted Letter of Credit but no such Working Capital Lender shall be so liable for any such failure on the part of or caused by any other Working Capital Lender or the willful misconduct or gross negligence, as determined by a court of competent jurisdiction by a final and non-appealable order, of the Working Capital Facility Agent. Each Working Capital Lender’s obligation to make each such payment to the Working Capital Facility Agent for the account of the applicable Issuing Bank in the case of payments made in respect of a Fronted Letter of Credit shall be several and not joint and shall not be affected by (A) the occurrence or continuance of any Working Capital Facility Default or Event of Default, (B) the failure of any other Working Capital Lender to make any payment under this Section 3.03 (Reimbursement to Issuing Banks)4.04, or (C) subject to subsection (e) below, the date of the drawing under the applicable Letter of Credit issued by the applicable such Issuing Bank; provided that, such drawing occurs prior to the earlier of (i) the Working Capital Final Maturity Date or (ii) the termination date of the applicable Fronted Letter of Credit. Each Working Capital Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (dc) The Working Capital Facility Agent shall pay failure of any Lender to make any payment to the applicable Administrative Agent for the account of an Issuing Bank in immediately available funds accordance with subsection (b) above shall not relieve any other Lender of its obligation to make payment, but no Lender shall be responsible for the amounts paid failure of any other Lender. If any Lender (a "NON-PERFORMING LENDER") shall fail to make any payment to the Administrative Agent for the account of an Issuing Bank in respect of a Fronted Letter of Credit pursuant to Section 3.03(baccordance with subsection (b) (Reimbursement to Issuing Banks) and Section 3.03(c) (Reimbursement to Issuing Banks) before above within five Business Days after the close of business on the day LC Payment Notice relating thereto, then, for so long as such payment is received; provided thatfailure shall continue, any amount received by the Working Capital Facility Agent that is due and owing to such Issuing Bank and remains unpaid to such Issuing Bank on the date of receipt shall be paid on the next succeeding Business Day with interest payable at the Federal Funds Rate. (e) For so long as any Working Capital Lender is a Defaulting Lender under clause (a) of the definition thereof, each Issuing Bank in respect of a Fronted Letter of Credit shall be deemed, for purposes of Section 4.17 (Sharing of Payments) 5.05 and Article IX (Default and Enforcement)hereof, to be a Working Capital Lender hereunder in substitution of such Defaulting Lender and shall be owed a loan Loan in an amount equal to the outstanding principal amount due and payable by such Defaulting Lender to the Working Capital Facility Administrative Agent for the account of each such Issuing Bank in respect of such Fronted Letter of Credit pursuant to subsection (cb) above. Notwithstanding anything else to the contrary contained herein, the failure of any Working Capital Lender to make any required payment in response to any LC Payment Notice in respect of a Fronted Letter of Credit shall not increase the total aggregate amount payable by the Borrower with respect to the payment described in the related LC Payment Notice in respect of a Fronted Letter of Credit above the total aggregate amount that would have been payable by the Borrower at the applicable rate for Working Capital Loans if such Defaulting Lender would have funded its payments to such Working Capital Facility Agent in a timely manner in response to such LC Payment Notice in respect of a Fronted Letter of Credit. (fd) Each payment made participation purchased by a Working Capital Lender under subsection (cb) above shall constitute an LC ABR Loan deemed made by such Working Capital Lender to the Borrower on the date of such payment by an the relevant Issuing Bank under a Fronted the Letter of Credit issued (or, pursuant to Section 4.02(d), deemed issued) by such Issuing Bank. All Bank (irrespective of the Borrower's noncompliance, if any, with the conditions precedent for Loans hereunder); and all such payments by the Working Capital Lenders in respect of any one such payment by such Issuing Bank shall constitute a single LC Borrowing hereunder. (e) Notwithstanding subsections (b), (c) and (d) above or any other provision contained in this Agreement or any other Loan hereunder. Each payment made by an Document to the contrary, in no event shall the Lenders have any obligation to purchase a participation in the reimbursement obligation of the Borrower to any Issuing Bank, or otherwise to pay any amount to (or for the account of) such Issuing Bank or any other Person, in respect of a Non-Fronted drawing under an Evergreen Letter of Credit that is not reimbursed by occurs after the Borrower or Letter of Credit Expiration Date. In furtherance of the foregoing, any Evergreen Letter of Credit that is converted into an LC remains outstanding after the Letter of Credit Expiration Date shall, for purposes of this Agreement and the other Loan by notice from Documents (other than the Borrower pursuant Issuing Bank Agreement to clause (c) above shall constitute an LC Loan deemed made by which such Issuing Bank in its capacity as is a Working Capital Lender. LC Loans that are converted party), be deemed to Term SOFR Loans in respect of Non-Fronted Letters have expired on the Letter of Credit with respect to a specific Non-Fronted LC Amount shall constitute a single Term SOFR Loan for the purposes of Section 4.05(e) (Interest Rates) hereunder. Each LC Loan initially shall be a Base Rate LoanExpiration Date.

Reimbursement to Issuing Banks. (a) An The Borrower hereby agrees to pay to the Administrative Agent for the account of each Issuing Bank shall give the Working Capital Facility AgentBank, the Security Trustee, the Borrower and each of the Working Capital Lenders prompt notice of any payment on demand made by such Issuing Bank in accordance with to the terms of Borrower and the Administrative Agent, on and after each date on which such Issuing Bank shall pay any amount under any Letter of Credit issued by such Issuing Bank, a sum in Dollars equal to the Dollar Equivalent of the amount so paid (calculated as of the date of such payment by such Issuing Bank) plus interest on such Dollar Equivalent of such amount from the date so paid by such Issuing Bank until repayment to such Issuing Bank in full at a fluctuating interest rate per annum equal at all times to the Applicable Rate for ABR Loans. (b) If any Issuing Bank shall not have been reimbursed in full by the Borrower for any payment made by such Issuing Bank under a Letter of Credit issued by such Issuing Bank on the date of such payment, such Issuing Bank shall give the Administrative Agent and each Lender prompt notice thereof (an “LC Payment Notice”) no later than 10:00 a.m., 12:00 noon (New York City time, ) on the Business Day immediately succeeding the date of such payment by such Issuing Bank. (b) Upon delivery . Each Lender severally agrees to purchase from each Issuing Bank a participation in the reimbursement obligation of the Borrower of an LC Payment Notice on or before 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of such payment by an Issuing Bank, unless the Borrower provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan in accordance with Sections 3.03(cunder subsection (a) and (f)above, the Borrower shall, on or before 12:00 noon, New York City time, on such Business Day, reimburse such Issuing Bank for such payment (an “LC Reimbursement Payment”) by paying to the Working Capital Facility Agent, for the account of such Issuing Bank, an amount equal to the payment made by such Issuing Bank plus interest on such amount at a rate per annum equal to the Alternate Base Rate plus 2.00%; provided that, if an Issuing Bank delivers an LC Payment Notice to the Borrower after 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of payment by such Issuing Bank, the Borrower shall make the LC Reimbursement Payment on or before 12:00 noon, New York City time, on the next succeeding Business Day. An Issuing Bank’s failure to provide an LC Payment Notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank for any payment it makes under any Letter of Credit. In the case of any Non-Fronted Letters of Credit issued with respect to a specific Non-Fronted LC Amount, the Borrower may not elect to make an LC Reimbursement Payment and/or convert a reimbursement obligation into a LC Loan for some but not all the Issuing Banks providing Non-Fronted Letters of Credit with respect to such Non-Fronted LC Amount. (c) If the Borrower fails to make the LC Reimbursement Payment as required under Section 3.03(b) (Reimbursement to Issuing Banks) or provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan, such reimbursement obligation shall automatically convert to an LC Loan. If such LC Loan relates to a Fronted Letter of Credit, the Working Capital Facility Agent shall promptly notify each of the Working Capital Lenders of the amount of its share of the payment made under such Fronted Letter of Credit, which shall be such Working Capital Lender’s Commitment Percentage of such amount paid by such Issuing Bank (the “Working Capital Lender Payment Notice”). Subject to Section 3.02(f) (Letters of Credit), each Working Capital Lender hereby severally agrees to pay the amount specified in the Working Capital Lender Payment Notice in immediately available funds to the Working Capital Facility Administrative Agent for the account of such Issuing Bank with respect an amount in Dollars equal to a Fronted Letter such Lender’s Percentage of Credit the Dollar Equivalent of such unreimbursed amount paid by such Issuing Bank (calculated as of the date of such payment by such Issuing Bank), plus interest on such Dollar Equivalent of such amount at a rate per annum equal to the Federal Funds Effective Rate from the date of such payment by such Issuing Bank to the date of payment to such Issuing Bank by such Working Capital Lender. Each Working Capital Lender shall make such payment by a Lender shall be made not later than 4:00 p.m., New York City time, on the date it received the Working Capital Lender Payment Notice 3:00 p.m. (if such notice is received at or prior to 1:00 p.m., New York City time) and before 12:00 noon, New York City time, on the next succeeding later to occur of (i) the Business Day immediately following the date of such receipt (if such notice is received after 1:00 p.m., New York City time). In the case of Fronted Letters of Credit, each Working Capital Lender shall indemnify and hold harmless payment by such Issuing Bank and (ii) the Business Day on which such Lender shall have received an LC Payment Notice from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs, and expenses (including reasonable attorneys’ fees and expenses) resulting from any failure on the part of such Working Capital Lender to provide, or from any delay in providing, the Working Capital Facility Agent for the account of such Issuing Bank with its Commitment Percentage of the amount paid under the Fronted Letter of Credit but no such Working Capital Lender shall be so liable for any such failure on the part of or caused by any other Working Capital Lender or the willful misconduct or gross negligence, as determined by a court of competent jurisdiction by a final and non-appealable order, of the Working Capital Facility AgentBank. Each Working Capital Lender’s obligation to make each such payment to the Working Capital Facility Administrative Agent for the account of the applicable such Issuing Bank in the case of payments made in respect of a Fronted Letter of Credit shall be several and not joint and shall not be affected by (A) the occurrence or continuance of any Working Capital Facility Default or Event of Default, (B) Default or the failure of any other Working Capital Lender to make any payment under this Section 3.03 (Reimbursement to Issuing Banks), or (C) the date of the drawing under the applicable Letter of Credit issued by the applicable Issuing Bank; provided that, such drawing occurs prior to the earlier of (i) the Working Capital Final Maturity Date or (ii) the termination date of the applicable Fronted Letter of Credit4.04. Each Working Capital Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (d) The Working Capital Facility Agent shall pay to the applicable Issuing Bank in immediately available funds the amounts paid in respect of a Fronted Letter of Credit pursuant to Section 3.03(b) (Reimbursement to Issuing Banks) and Section 3.03(c) (Reimbursement to Issuing Banks) before the close of business on the day such payment is received; provided that, any amount received by the Working Capital Facility Agent that is due and owing to such Issuing Bank and remains unpaid to such Issuing Bank on the date of receipt shall be paid on the next succeeding Business Day with interest payable at the Federal Funds Rate. (e) For so long as any Working Capital Lender is a Defaulting Lender under clause (a) of the definition thereof, each Issuing Bank in respect of a Fronted Letter of Credit shall be deemed, for purposes of Section 4.17 (Sharing of Payments) and Article IX (Default and Enforcement), to be a Working Capital Lender hereunder in substitution of such Defaulting Lender and shall be owed a loan in an amount equal to the outstanding principal amount due and payable by such Defaulting Lender to the Working Capital Facility Agent for the account of each Issuing Bank in respect of such Fronted Letter of Credit pursuant to subsection (c) above. Notwithstanding anything else to the contrary contained herein, the failure of any Working Capital Lender to make any required payment in response to any LC Payment Notice in respect of a Fronted Letter of Credit shall not increase the total aggregate amount payable by the Borrower with respect to the payment described in the related LC Payment Notice in respect of a Fronted Letter of Credit above the total aggregate amount that would have been payable by the Borrower at the applicable rate for Working Capital Loans if such Defaulting Lender would have funded its payments to such Working Capital Facility Agent in a timely manner in response to such LC Payment Notice in respect of a Fronted Letter of Credit. (f) Each payment made by a Working Capital Lender under subsection (c) above shall constitute an LC Loan deemed made by such Working Capital Lender to the Borrower on the date of such payment by an Issuing Bank under a Fronted Letter of Credit issued by such Issuing Bank. All such payments by the Working Capital Lenders in respect of any one such payment by such Issuing Bank shall constitute a single LC Loan hereunder. Each payment made by an Issuing Bank in respect of a Non-Fronted Letter of Credit that is not reimbursed by the Borrower or that is converted into an LC Loan by notice from the Borrower pursuant to clause (c) above shall constitute an LC Loan deemed made by such Issuing Bank in its capacity as a Working Capital Lender. LC Loans that are converted to Term SOFR Loans in respect of Non-Fronted Letters of Credit with respect to a specific Non-Fronted LC Amount shall constitute a single Term SOFR Loan for the purposes of Section 4.05(e) (Interest Rates) hereunder. Each LC Loan initially shall be a Base Rate Loan.

Reimbursement to Issuing Banks. (a) An The Borrower hereby agrees to pay to the Administrative Agent for the account of each Issuing Bank, on demand made by such Issuing Bank to the Borrower and the Administrative Agent, on and after each date on which such Issuing Bank shall give pay any amount under the Working Capital Facility AgentLetter of Credit issued (or, pursuant to Section 4.2(d), deemed issued) by such Issuing Bank, a sum equal to the Security Trustee, amount so paid plus interest on such amount from the Borrower and each of date so paid by such Issuing Bank until repayment to such Issuing Bank in full at a fluctuating interest rate per annum equal at all times to the Working Capital Lenders prompt notice of Applicable Rate for Base Rate Loans. (b) If any Issuing Bank shall not have been reimbursed in full for any payment made by such Issuing Bank in accordance with under the terms of any Letter of Credit issued (or, pursuant to Section 4.2(d), deemed issued) by such Issuing Bank on the date of such payment, such Issuing Bank shall give the Administrative Agent and each Lender prompt notice thereof (an “"LC Payment Notice”") no later than 10:00 a.m., New York City time, 12:00 noon on the Business Day immediately succeeding the date of such payment by such Issuing Bank. (b) Upon delivery . Each Lender severally agrees to purchase a participation in the reimbursement obligation of the Borrower of an LC Payment Notice on or before 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of such payment by an Issuing Bank, unless the Borrower provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan in accordance with Sections 3.03(cunder subsection (a) and (f)above, the Borrower shall, on or before 12:00 noon, New York City time, on such Business Day, reimburse such Issuing Bank for such payment (an “LC Reimbursement Payment”) by paying to the Working Capital Facility Agent, for the account of such Issuing Bank, an amount equal to the payment made by such Issuing Bank plus interest on such amount at a rate per annum equal to the Alternate Base Rate plus 2.00%; provided that, if an Issuing Bank delivers an LC Payment Notice to the Borrower after 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of payment by such Issuing Bank, the Borrower shall make the LC Reimbursement Payment on or before 12:00 noon, New York City time, on the next succeeding Business Day. An Issuing Bank’s failure to provide an LC Payment Notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank for any payment it makes under any Letter of Credit. In the case of any Non-Fronted Letters of Credit issued with respect to a specific Non-Fronted LC Amount, the Borrower may not elect to make an LC Reimbursement Payment and/or convert a reimbursement obligation into a LC Loan for some but not all the Issuing Banks providing Non-Fronted Letters of Credit with respect to such Non-Fronted LC Amount. (c) If the Borrower fails to make the LC Reimbursement Payment as required under Section 3.03(b) (Reimbursement to Issuing Banks) or provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan, such reimbursement obligation shall automatically convert to an LC Loan. If such LC Loan relates to a Fronted Letter of Credit, the Working Capital Facility Agent shall promptly notify each of the Working Capital Lenders of the amount of its share of the payment made under such Fronted Letter of Credit, which shall be such Working Capital Lender’s Commitment Percentage of such amount paid by such Issuing Bank (the “Working Capital Lender Payment Notice”). Subject to Section 3.02(f) (Letters of Credit), each Working Capital Lender hereby severally agrees to pay the amount specified in the Working Capital Lender Payment Notice in immediately available funds to the Working Capital Facility Administrative Agent for the account of such Issuing Bank with respect an amount equal to a Fronted Letter such Lender's Percentage of Credit such unreimbursed amount paid by such Issuing Bank, plus interest on such amount at a rate per annum equal to the Federal Funds Rate from the date of such payment by such Issuing Bank to the date of payment to such Issuing Bank by such Working Capital Lender. Each Working Capital Lender shall make such payment by a Lender shall be made not later than 4:00 p.m., New York City time, 3:00 P.M. on the date it received later to occur of (i) the Working Capital Lender Payment Notice (if such notice is received at or prior to 1:00 p.m., New York City time) and before 12:00 noon, New York City time, on the next succeeding Business Day immediately following the date of such receipt (if such notice is received after 1:00 p.m., New York City time). In the case of Fronted Letters of Credit, each Working Capital Lender shall indemnify and hold harmless payment by such Issuing Bank and (ii) the Business Day on which such Lender shall have received an LC Payment Notice from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs, and expenses (including reasonable attorneys’ fees and expenses) resulting from any failure on such Issuing Bank. Each Lender's obligation to make each such payment to the part of such Working Capital Lender to provide, or from any delay in providing, the Working Capital Facility Administrative Agent for the account of such Issuing Bank with its Commitment Percentage of the amount paid under the Fronted Letter of Credit but no such Working Capital Lender shall be so liable for any such failure on the part of or caused by any other Working Capital Lender or the willful misconduct or gross negligence, as determined by a court of competent jurisdiction by a final and non-appealable order, of the Working Capital Facility Agent. Each Working Capital Lender’s obligation to make each such payment to the Working Capital Facility Agent for the account of the applicable Issuing Bank in the case of payments made in respect of a Fronted Letter of Credit shall be several and not joint and shall not be affected by (A) the occurrence or continuance of any Working Capital Facility Default or Event of Default, (B) the failure of any other Working Capital Lender to make any payment under this Section 3.03 (Reimbursement to Issuing Banks)4.4, or (C) subject to subsection (e) below, the date of the drawing under the applicable Letter of Credit issued by the applicable such Issuing Bank; provided that, such drawing occurs prior to the earlier of (i) the Working Capital Final Maturity Date or (ii) the termination date of the applicable Fronted Letter of Credit. Each Working Capital Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (dc) The Working Capital Facility Agent shall pay failure of any Lender to make any payment to the applicable Administrative Agent for the account of an Issuing Bank in immediately available funds accordance with subsection (b) above shall not relieve any other Lender of its obligation to make payment, but no Lender shall be responsible for the amounts paid failure of any other Lender. If any Defaulting Lender shall fail to make any payment to the Administrative Agent for the account of an Issuing Bank in respect of a Fronted Letter of Credit pursuant to Section 3.03(baccordance with subsection (b) (Reimbursement to Issuing Banks) and Section 3.03(c) (Reimbursement to Issuing Banks) before above within five Business Days after the close of business on the day LC Payment Notice relating thereto, then, for so long as such payment is received; provided thatfailure shall continue, any amount received by the Working Capital Facility Agent that is due and owing to such Issuing Bank and remains unpaid to such Issuing Bank on the date of receipt shall be paid on the next succeeding Business Day with interest payable at the Federal Funds Rate. (e) For so long as any Working Capital Lender is a Defaulting Lender under clause (a) of the definition thereof, each Issuing Bank in respect of a Fronted Letter of Credit shall be deemed, for purposes of Section 4.17 (Sharing of Payments) 5.5 and Article IX (Default and Enforcement)hereof, to be a Working Capital Lender hereunder in substitution of such Defaulting Lender and shall be owed a loan Loan in an amount equal to the outstanding principal amount due and payable by such Defaulting Lender to the Working Capital Facility Administrative Agent for the account of each such Issuing Bank in respect of such Fronted Letter of Credit pursuant to subsection (cb) above. Notwithstanding anything else to the contrary contained herein, the failure of any Working Capital Lender to make any required payment in response to any LC Payment Notice in respect of a Fronted Letter of Credit shall not increase the total aggregate amount payable by the Borrower with respect to the payment described in the related LC Payment Notice in respect of a Fronted Letter of Credit above the total aggregate amount that would have been payable by the Borrower at the applicable rate for Working Capital Loans if such Defaulting Lender would have funded its payments to such Working Capital Facility Agent in a timely manner in response to such LC Payment Notice in respect of a Fronted Letter of Credit. (fd) Each payment made participation purchased by a Working Capital Lender under subsection (cb) above shall constitute an LC a Base Rate Loan deemed made by such Working Capital Lender to the Borrower on the date of such payment by an the relevant Issuing Bank under a Fronted the Letter of Credit issued (or, pursuant to Section 4.2(d), deemed issued) by such Issuing Bank. All Bank (irrespective of the Borrower's noncompliance, if any, with the conditions precedent for Loans hereunder); and all such payments by the Working Capital Lenders in respect of any one such payment by such Issuing Bank shall constitute a single LC Borrowing hereunder. (e) Notwithstanding subsections (b), (c) and (d) above or any other provision contained in this Agreement or any other Loan hereunder. Each payment made by an Document to the contrary, in no event shall the Lenders have any obligation to purchase a participation in the reimbursement obligation of the Borrower to any Issuing Bank, or otherwise to pay any amount to (or for the account of) such Issuing Bank or any other Person, in respect of a Non-Fronted drawing under an Existing Letter of Credit or an Evergreen Letter of Credit that is not reimbursed by occurs after the Borrower Final Maturity Date. In furtherance of the foregoing, any Existing Letter of Credit or Evergreen Letter of Credit that is converted into an LC remains outstanding after the Final Maturity Date shall, for purposes of this Agreement and the other Loan by notice from Documents (other than the Borrower pursuant Issuing Bank Agreement to clause (c) above shall constitute an LC Loan deemed made by which such Issuing Bank in its capacity as is a Working Capital Lender. LC Loans that are converted party), be deemed to Term SOFR Loans in respect of Non-Fronted Letters of Credit with respect to a specific Non-Fronted LC Amount shall constitute a single Term SOFR Loan for have expired on the purposes of Section 4.05(e) (Interest Rates) hereunder. Each LC Loan initially shall be a Base Rate LoanFinal Maturity Date.

Reimbursement to Issuing Banks. (a) An Issuing Bank shall give the Working Capital Credit Facility Agent, the Security TrusteeCollateral Agent, the Borrower and each of the Working Capital Lenders prompt notice of any payment made by such Issuing Bank in accordance with the terms of any Letter of Credit issued by such Issuing Bank (an “LC Payment Notice”) no later than 10:00 a.m., New York City time, a.m. on the Business Day immediately succeeding the date of such payment by such Issuing Bank. (b) Upon delivery to the Borrower of an LC Payment Notice on or before 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of such payment by an Issuing Bank, unless the Borrower provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan in accordance with Sections 3.03(cshall either (i) and (f), the Borrower shall, on or before 12:00 noon, New York City time, noon on such Business Day, reimburse such Issuing Bank for such payment (an “LC Reimbursement Payment”) by paying to the Working Capital Credit Facility Agent, for the account of such Issuing Bank, an amount equal to the payment made by such Issuing Bank plus interest on such amount at a rate per annum equal to the Alternate Base Rate plus 2.00%; the Applicable Margin for Base Rate Loans (provided that, if an Issuing Bank delivers an LC Payment Notice to the Borrower after 10:00 a.m., a.m. New York City time, time on the Business Day immediately succeeding the date of payment by such Issuing Bank, the Borrower shall make the LC Reimbursement Payment on or before 12:00 noon, noon New York City time, time on the next succeeding Business Day) or (ii) (x) provide written notice to such Issuing Bank and the Credit Facility Agent electing to have the reimbursement obligation converted into an LC Loan in accordance with Sections 3.02(c) and (f) or (y) not make the LC Reimbursement Payment as required under Section 3.02(b)(i) (Reimbursement to Issuing Banks), in which case, in the case of this clause (ii), such reimbursement obligation shall automatically convert to an LC Loan as of such time; provided, that no Loan Facility Event of Default shall have occurred and been Continuing as of the time of the applicable payment made under the Letter of Credit. An Issuing Bank’s failure to provide an LC Payment Notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank for any payment it makes under any Letter of Credit. In the case of any Non-Fronted Letters of Credit issued with respect to a specific Non-Fronted LC Amount, the Borrower may not elect to make an LC Reimbursement Payment and/or convert a reimbursement obligation into a LC Loan for some but not all the Issuing Banks providing Non-Fronted Letters of Credit with respect to such Non-Fronted LC Amount. (c) If the Borrower fails to make the LC Reimbursement Payment as required under Section 3.03(b3.02(b) (Reimbursement to Issuing Banks) or provides written notice to such Issuing Bank and the Working Capital Credit Facility Agent electing to have the reimbursement obligation converted into an LC Loan, such reimbursement obligation shall automatically convert to an LC Loan; provided, that no Loan Facility Event of Default shall have occurred and been Continuing as of the time of the applicable payment made under the Letter of Credit. If such LC Loan relates to a Fronted Letter of Credit, the Working Capital Credit Facility Agent shall promptly notify each of the Working Capital Lenders of the amount of its share of the payment made under such Fronted Letter of Credit, which shall be such Working Capital Lender’s Commitment Percentage of such amount paid by such Issuing Bank (the “Working Capital Lender Payment Notice”). Subject to Section 3.02(f3.01(f) (Letters of Credit), each Working Capital Lender hereby severally agrees to pay the amount specified in the Working Capital Lender Payment Notice in immediately available funds to the Working Capital Credit Facility Agent for the account of such Issuing Bank with respect to a Fronted Letter of Credit plus interest on such amount at a rate per annum equal to the Federal Funds Effective Rate from the date of such payment by such Issuing Bank to the date of payment to such Issuing Bank by such Working Capital Lender. Each Working Capital Lender shall make such payment by not later than 4:00 p.m., p.m. New York City time, time on the date it received the Working Capital Lender Payment Notice (if such notice is received at or prior to 1:00 p.m., p.m. New York City time) and before 12:00 noon, noon New York City time, time on the next succeeding Business Day following such receipt (if such notice is received after 1:00 p.m., p.m. New York City time). In the case of Fronted Letters of Credit, each Working Capital Lender shall severally indemnify and hold harmless such Issuing Bank from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs, and expenses (including reasonable attorneys’ fees and expenses) resulting from any failure on the part of such Working Capital Lender to provide, or from any delay in providing, the Working Capital Credit Facility Agent for the account of such Issuing Bank with its Commitment Percentage of the amount paid under the Fronted Letter of Credit but no such Working Capital Lender shall be so liable for any such failure on the part of or caused by any other Working Capital Lender or the willful misconduct or gross negligence, as determined by a court of competent jurisdiction by a final and non-appealable order, of the Working Capital Credit Facility Agent. Each Working Capital Lender’s obligation to make each such payment to the Working Capital Credit Facility Agent for the account of the applicable Issuing Bank in the case of payments made in respect of a Fronted Letter of Credit shall be several and not joint and shall not be affected by (A) the occurrence or continuance of any Working Capital Loan Facility Event of DefaultDefault (except as set forth in Section 3.02(b) and this Section 3.02(c)), (B) the failure of any other Working Capital Lender to make any payment under this Section 3.03 3.02 (Reimbursement to Issuing Banks), or (C) the date of the drawing under the applicable Letter of Credit issued by the applicable Issuing Bank; provided that, such drawing occurs prior to the earlier of (i) the Working Capital Final Maturity Date or (ii) the termination date of the applicable Fronted Letter of Credit. Each Working Capital Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (d) The Working Capital Credit Facility Agent shall pay to the applicable Issuing Bank in immediately available funds the amounts paid in respect of a Fronted Letter of Credit pursuant to Section 3.03(b3.02(b) (Reimbursement to Issuing Banks) and Section 3.03(c3.02(c) (Reimbursement to Issuing Banks) before the close of business on the day such payment is received; provided that, any amount received by the Working Capital Credit Facility Agent that is due and owing to such Issuing Bank and remains unpaid to such Issuing Bank on the date of receipt shall be paid on the next succeeding Business Day with interest payable at the Federal Funds Effective Rate. (e) For so long as any Working Capital Lender is a Defaulting Lender under clause (a) of the definition thereof, each Issuing Bank such Defaulting Lender’s participation in respect of a Fronted Letter of Credit LC Exposure shall be deemed, for purposes of reallocated in accordance with Section 4.17 4.18(b) (Sharing of Payments) and Article IX (Default and EnforcementDefaulting Lenders), to be a Working Capital Lender hereunder in substitution of such Defaulting Lender and shall be owed a loan in an amount equal to the outstanding principal amount due and payable by such Defaulting Lender to the Working Capital Facility Agent for the account of each Issuing Bank in respect of such Fronted Letter of Credit pursuant to subsection (c) above. Notwithstanding anything else to the contrary contained herein, the failure of any Working Capital Lender to make any required payment in response to any LC Payment Notice in respect of a Fronted Letter of Credit shall not increase the total aggregate amount payable by the Borrower with respect to the payment described in the related LC Payment Notice in respect of a Fronted Letter of Credit above the total aggregate amount that would have been payable by the Borrower at the applicable rate for Working Capital Loans if such Defaulting Lender would have funded its payments to such Working Capital Facility Agent in a timely manner in response to such LC Payment Notice in respect of a Fronted Letter of Credit. (f) Each payment made by a Working Capital Lender under subsection (c) above shall constitute an LC Loan deemed made by such Working Capital Lender to the Borrower on the date of such payment by an Issuing Bank under a Fronted Letter of Credit issued by such Issuing Bank. All such payments by the Working Capital Lenders in respect of any one such payment by such Issuing Bank shall constitute a single LC Loan hereunder. Each payment made by an Issuing Bank in respect of a Non-Fronted Letter of Credit that is not reimbursed by the Borrower or that is converted into an LC Loan by notice from the Borrower pursuant to clause (c) above shall constitute an LC Loan deemed made by such Issuing Bank in its capacity as a Working Capital Lender. LC Loans that are converted to Term SOFR LIBORSOFR Loans in respect of Non-Fronted Letters of Credit with respect to a specific Non-Fronted LC Amount shall constitute a single Term SOFR LIBORSOFR Loan for the purposes of Section 4.05(e) (Interest Rates) hereunder. Each LC Loan initially shall be a Base Rate Loan.

Reimbursement to Issuing Banks. (a) An The Borrower hereby agrees to pay to the Administrative Agent for the account of each Issuing Bank, on demand made by such Issuing Bank to the Borrower and the Administrative Agent, on and after each date on which such Issuing Bank shall give pay any amount under the Working Capital Facility AgentLetter of Credit issued by such Issuing Bank, a sum equal to the Security Trustee, amount so paid plus interest on such amount from the Borrower and each of date so paid by such Issuing Bank until repayment to such Issuing Bank in full at a fluctuating interest rate per annum equal at all times to the Working Capital Lenders prompt notice of Applicable Rate for ABR Loans. (b) If any Issuing Bank shall not have been reimbursed in full for any payment made by such Issuing Bank in accordance with under the terms of any Letter of Credit issued by such Issuing Bank on the date of such payment, such Issuing Bank shall give the Administrative Agent and each Lender prompt notice thereof (an “"LC Payment Notice”PAYMENT NOTICE") no later than 10:00 a.m., New York City time, 12:00 noon on the Business Day immediately succeeding the date of such payment by such Issuing Bank. (b) Upon delivery . Each Lender severally agrees to purchase from each Issuing Bank a participation in the reimbursement obligation of the Borrower of an LC Payment Notice on or before 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of such payment by an Issuing Bank, unless the Borrower provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan in accordance with Sections 3.03(cunder subsection (a) and (f)above, the Borrower shall, on or before 12:00 noon, New York City time, on such Business Day, reimburse such Issuing Bank for such payment (an “LC Reimbursement Payment”) by paying to the Working Capital Facility Agent, for the account of such Issuing Bank, an amount equal to the payment made by such Issuing Bank plus interest on such amount at a rate per annum equal to the Alternate Base Rate plus 2.00%; provided that, if an Issuing Bank delivers an LC Payment Notice to the Borrower after 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of payment by such Issuing Bank, the Borrower shall make the LC Reimbursement Payment on or before 12:00 noon, New York City time, on the next succeeding Business Day. An Issuing Bank’s failure to provide an LC Payment Notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank for any payment it makes under any Letter of Credit. In the case of any Non-Fronted Letters of Credit issued with respect to a specific Non-Fronted LC Amount, the Borrower may not elect to make an LC Reimbursement Payment and/or convert a reimbursement obligation into a LC Loan for some but not all the Issuing Banks providing Non-Fronted Letters of Credit with respect to such Non-Fronted LC Amount. (c) If the Borrower fails to make the LC Reimbursement Payment as required under Section 3.03(b) (Reimbursement to Issuing Banks) or provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan, such reimbursement obligation shall automatically convert to an LC Loan. If such LC Loan relates to a Fronted Letter of Credit, the Working Capital Facility Agent shall promptly notify each of the Working Capital Lenders of the amount of its share of the payment made under such Fronted Letter of Credit, which shall be such Working Capital Lender’s Commitment Percentage of such amount paid by such Issuing Bank (the “Working Capital Lender Payment Notice”). Subject to Section 3.02(f) (Letters of Credit), each Working Capital Lender hereby severally agrees to pay the amount specified in the Working Capital Lender Payment Notice in immediately available funds to the Working Capital Facility Administrative Agent for the account of such Issuing Bank with respect an amount equal to a Fronted Letter such Lender's Percentage of Credit such unreimbursed amount paid by such Issuing Bank, plus interest on such amount at a rate per annum equal to the Federal Funds Effective Rate from the date of such payment by such Issuing Bank to the date of payment to such Issuing Bank by such Working Capital Lender. Each Working Capital Lender shall make such payment by a Lender shall be made not later than 4:00 p.m., New York City time, 3:00 P.M. on the date it received later to occur of (i) the Working Capital Lender Payment Notice (if such notice is received at or prior to 1:00 p.m., New York City time) and before 12:00 noon, New York City time, on the next succeeding Business Day immediately following the date of such receipt (if such notice is received after 1:00 p.m., New York City time). In the case of Fronted Letters of Credit, each Working Capital Lender shall indemnify and hold harmless payment by such Issuing Bank and (ii) the Business Day on which such Lender shall have received an LC Payment Notice from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs, and expenses (including reasonable attorneys’ fees and expenses) resulting from any failure on such Issuing Bank. Each Lender's obligation to make each such payment to the part of such Working Capital Lender to provide, or from any delay in providing, the Working Capital Facility Administrative Agent for the account of such Issuing Bank with its Commitment Percentage of the amount paid under the Fronted Letter of Credit but no such Working Capital Lender shall be so liable for any such failure on the part of or caused by any other Working Capital Lender or the willful misconduct or gross negligence, as determined by a court of competent jurisdiction by a final and non-appealable order, of the Working Capital Facility Agent. Each Working Capital Lender’s obligation to make each such payment to the Working Capital Facility Agent for the account of the applicable Issuing Bank in the case of payments made in respect of a Fronted Letter of Credit shall be several and not joint and shall not be affected by (A) the occurrence or continuance of any Working Capital Facility Default or Event of Default, (B) Default or the failure of any other Working Capital Lender to make any payment under this Section 3.03 (Reimbursement to Issuing Banks), or (C) the date of the drawing under the applicable Letter of Credit issued by the applicable Issuing Bank; provided that, such drawing occurs prior to the earlier of (i) the Working Capital Final Maturity Date or (ii) the termination date of the applicable Fronted Letter of Credit4.04. Each Working Capital Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (dc) The Working Capital Facility Agent shall pay failure of any Lender to make any payment to the applicable Administrative Agent for the account of an Issuing Bank in immediately available funds accordance with subsection (b) above, shall not relieve any other Lender of its obligation to make payment, but no Lender shall be responsible for the amounts paid failure of any other Lender. If any Lender (a "NON-PERFORMING LENDER") shall fail to make any payment to the Administrative Agent for the account of an Issuing Bank in respect of a Fronted Letter of Credit pursuant to Section 3.03(baccordance with subsection (b) above, within five (Reimbursement to Issuing Banks5) and Section 3.03(c) (Reimbursement to Issuing Banks) before Business Days after the close of business on the day LC Payment Notice relating thereto, then, for so long as such payment is received; provided thatfailure shall continue, any amount received by the Working Capital Facility Agent that is due and owing to such Issuing Bank and remains unpaid to such Issuing Bank on the date of receipt shall be paid on the next succeeding Business Day with interest payable at the Federal Funds Rate. (e) For so long as any Working Capital Lender is a Defaulting Lender under clause (a) of the definition thereof, each Issuing Bank in respect of a Fronted Letter of Credit shall be deemed, for purposes of Section 4.17 (Sharing of Payments) 5.05 and Article IX (Default hereof and Enforcement)the Cash Collateral Agreement, to be a Working Capital Lender hereunder in substitution of such Defaulting Lender and shall be owed a loan Loan in an amount equal to the outstanding principal amount due and payable by such Defaulting Lender to the Working Capital Facility Administrative Agent for the account of each such Issuing Bank in respect of such Fronted Letter of Credit pursuant to subsection (cb) above. Notwithstanding anything else to the contrary contained herein, the failure of any Working Capital Lender to make any required payment in response to any LC Payment Notice in respect of a Fronted Letter of Credit shall not increase the total aggregate amount payable by the Borrower with respect to the payment described in the related LC Payment Notice in respect of a Fronted Letter of Credit above the total aggregate amount that would have been payable by the Borrower at the applicable rate for Working Capital Loans if such Defaulting Lender would have funded its payments to such Working Capital Facility Agent in a timely manner in response to such LC Payment Notice in respect of a Fronted Letter of Credit. (fd) Each payment made participation purchased by a Working Capital Lender under subsection (cb) above above, shall constitute an LC ABR Loan deemed made by such Working Capital Lender to the Borrower on the date of such payment by an the relevant Issuing Bank under a Fronted the Letter of Credit issued by such Issuing Bank. All Bank (irrespective of the Borrower's noncompliance, if any, with the conditions precedent for Loans hereunder); and all such payments by the Working Capital Lenders in respect of any one such payment by such Issuing Bank shall constitute a single LC Loan Borrowing hereunder. Each payment made by an Issuing Bank in respect of a Non-Fronted Letter of Credit that is not reimbursed by the Borrower or that is converted into an LC Loan by notice from the Borrower pursuant to clause (c) above shall constitute an LC Loan deemed made by such Issuing Bank in its capacity as a Working Capital Lender. LC Loans that are converted to Term SOFR Loans in respect of Non-Fronted Letters of Credit with respect to a specific Non-Fronted LC Amount shall constitute a single Term SOFR Loan for the purposes of Section 4.05(e) (Interest Rates) hereunder. Each LC Loan initially shall be a Base Rate Loan.

Reimbursement to Issuing Banks. (a) An Each Borrower hereby agrees to pay to the Administrative Agent for the account of each Issuing Bank shall give the Working Capital Facility AgentBank, the Security Trustee, the Borrower and each of the Working Capital Lenders prompt notice of any payment on demand made by such Issuing Bank in accordance with to the terms of Borrowers and the Administrative Agent, on and after each date on which such Issuing Bank shall pay any amount under any Letter of Credit issued by such Issuing Bank, a sum in Dollars equal to the Dollar Equivalent of the amount so paid (calculated as of the date of such payment by such Issuing Bank) plus interest on such Dollar Equivalent of such amount from the date so paid by such Issuing Bank until repayment to such Issuing Bank in full at a fluctuating interest rate per annum equal at all times to the Applicable Rate for ABR Loans. (b) If any Issuing Bank shall not have been reimbursed in full by the Borrowers for any payment made by such Issuing Bank under a Letter of Credit issued by such Issuing Bank on the date of such payment, such Issuing Bank shall give the Administrative Agent and each Lender prompt notice thereof (an “"LC Payment Notice”PAYMENT NOTICE") no later than 10:00 a.m., 12:00 noon (New York City time, ) on the Business Day immediately succeeding the date of such payment by such Issuing Bank. (b) Upon delivery . Each Lender severally agrees to purchase from each Issuing Bank a participation in the Borrower reimbursement obligation of an LC Payment Notice on or before 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of such payment by an Issuing Bank, unless the Borrower provides written notice Borrowers to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan in accordance with Sections 3.03(cunder subsection (a) and (f)above, the Borrower shall, on or before 12:00 noon, New York City time, on such Business Day, reimburse such Issuing Bank for such payment (an “LC Reimbursement Payment”) by paying to the Working Capital Facility Agent, for the account of such Issuing Bank, an amount equal to the payment made by such Issuing Bank plus interest on such amount at a rate per annum equal to the Alternate Base Rate plus 2.00%; provided that, if an Issuing Bank delivers an LC Payment Notice to the Borrower after 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of payment by such Issuing Bank, the Borrower shall make the LC Reimbursement Payment on or before 12:00 noon, New York City time, on the next succeeding Business Day. An Issuing Bank’s failure to provide an LC Payment Notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank for any payment it makes under any Letter of Credit. In the case of any Non-Fronted Letters of Credit issued with respect to a specific Non-Fronted LC Amount, the Borrower may not elect to make an LC Reimbursement Payment and/or convert a reimbursement obligation into a LC Loan for some but not all the Issuing Banks providing Non-Fronted Letters of Credit with respect to such Non-Fronted LC Amount. (c) If the Borrower fails to make the LC Reimbursement Payment as required under Section 3.03(b) (Reimbursement to Issuing Banks) or provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan, such reimbursement obligation shall automatically convert to an LC Loan. If such LC Loan relates to a Fronted Letter of Credit, the Working Capital Facility Agent shall promptly notify each of the Working Capital Lenders of the amount of its share of the payment made under such Fronted Letter of Credit, which shall be such Working Capital Lender’s Commitment Percentage of such amount paid by such Issuing Bank (the “Working Capital Lender Payment Notice”). Subject to Section 3.02(f) (Letters of Credit), each Working Capital Lender hereby severally agrees to pay the amount specified in the Working Capital Lender Payment Notice in immediately available funds to the Working Capital Facility Administrative Agent for the account of such Issuing Bank with respect an amount in Dollars equal to a Fronted Letter such Lender's Percentage of Credit the Dollar Equivalent of such unreimbursed amount paid by such Issuing Bank (calculated as of the date of such payment by such Issuing Bank), plus interest on such Dollar Equivalent of such amount at a rate per annum equal to the Federal Funds Effective Rate from the date of such payment by such Issuing Bank to the date of payment to such Issuing Bank by such Working Capital Lender. Each Working Capital Lender shall make such payment by a Lender shall be made not later than 4:00 p.m., New York City time, on the date it received the Working Capital Lender Payment Notice 3:00 p.m. (if such notice is received at or prior to 1:00 p.m., New York City time) and before 12:00 noon, New York City time, on the next succeeding Business Day following such receipt (if such notice is received after 1:00 p.m., New York City time). In the case of Fronted Letters of Credit, each Working Capital Lender shall indemnify and hold harmless such Issuing Bank from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs, and expenses (including reasonable attorneys’ fees and expenses) resulting from any failure on the part of such Working Capital Lender later to provide, or from any delay in providing, the Working Capital Facility Agent for the account of such Issuing Bank with its Commitment Percentage of the amount paid under the Fronted Letter of Credit but no such Working Capital Lender shall be so liable for any such failure on the part of or caused by any other Working Capital Lender or the willful misconduct or gross negligence, as determined by a court of competent jurisdiction by a final and non-appealable order, of the Working Capital Facility Agent. Each Working Capital Lender’s obligation to make each such payment to the Working Capital Facility Agent for the account of the applicable Issuing Bank in the case of payments made in respect of a Fronted Letter of Credit shall be several and not joint and shall not be affected by (A) the occurrence or continuance of any Working Capital Facility Event of Default, (B) the failure of any other Working Capital Lender to make any payment under this Section 3.03 (Reimbursement to Issuing Banks), or (C) the date of the drawing under the applicable Letter of Credit issued by the applicable Issuing Bank; provided that, such drawing occurs prior to the earlier occur of (i) the Working Capital Final Maturity Date or (ii) the termination date of the applicable Fronted Letter of Credit. Each Working Capital Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (d) The Working Capital Facility Agent shall pay to the applicable Issuing Bank in immediately available funds the amounts paid in respect of a Fronted Letter of Credit pursuant to Section 3.03(b) (Reimbursement to Issuing Banks) and Section 3.03(c) (Reimbursement to Issuing Banks) before the close of business on the day such payment is received; provided that, any amount received by the Working Capital Facility Agent that is due and owing to such Issuing Bank and remains unpaid to such Issuing Bank on the date of receipt shall be paid on the next succeeding Business Day with interest payable at the Federal Funds Rate. (e) For so long as any Working Capital Lender is a Defaulting Lender under clause (a) of the definition thereof, each Issuing Bank in respect of a Fronted Letter of Credit shall be deemed, for purposes of Section 4.17 (Sharing of Payments) and Article IX (Default and Enforcement), to be a Working Capital Lender hereunder in substitution of such Defaulting Lender and shall be owed a loan in an amount equal to the outstanding principal amount due and payable by such Defaulting Lender to the Working Capital Facility Agent for the account of each Issuing Bank in respect of such Fronted Letter of Credit pursuant to subsection (c) above. Notwithstanding anything else to the contrary contained herein, the failure of any Working Capital Lender to make any required payment in response to any LC Payment Notice in respect of a Fronted Letter of Credit shall not increase the total aggregate amount payable by the Borrower with respect to the payment described in the related LC Payment Notice in respect of a Fronted Letter of Credit above the total aggregate amount that would have been payable by the Borrower at the applicable rate for Working Capital Loans if such Defaulting Lender would have funded its payments to such Working Capital Facility Agent in a timely manner in response to such LC Payment Notice in respect of a Fronted Letter of Credit. (f) Each payment made by a Working Capital Lender under subsection (c) above shall constitute an LC Loan deemed made by such Working Capital Lender to the Borrower on immediately following the date of such payment by an Issuing Bank under a Fronted Letter of Credit issued by such Issuing Bank. All such payments by the Working Capital Lenders in respect of any one such payment by such Issuing Bank shall constitute a single LC Loan hereunder. Each payment made by an Issuing Bank in respect of a Non-Fronted Letter of Credit that is not reimbursed by the Borrower or that is converted into an LC Loan by notice from the Borrower pursuant to clause (c) above shall constitute an LC Loan deemed made by such Issuing Bank in its capacity as a Working Capital Lender. LC Loans that are converted to Term SOFR Loans in respect of Non-Fronted Letters of Credit with respect to a specific Non-Fronted LC Amount shall constitute a single Term SOFR Loan for the purposes of Section 4.05(e) (Interest Rates) hereunder. Each LC Loan initially shall be a Base Rate Loan.and

Reimbursement to Issuing Banks. (a) An Issuing Bank shall give the Working Capital Credit Facility Agent, the Security TrusteeCollateral Agent, the Borrower and each of the Working Capital Lenders prompt notice of any payment made by such Issuing Bank in accordance with the terms of any Letter of Credit issued by such Issuing Bank (an “LC Payment Notice”) no later than 10:00 a.m., New York City time, a.m. on the Business Day immediately succeeding the date of such payment by such Issuing Bank. (b) Upon delivery to the Borrower of an LC Payment Notice on or before 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of such payment by an Issuing Bank, unless the Borrower provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan in accordance with Sections 3.03(cshall either (i) and (f), the Borrower shall, on or before 12:00 noon, New York City time, noon on such Business Day, reimburse such Issuing Bank for such payment (an “LC Reimbursement Payment”) by paying to the Working Capital Credit Facility Agent, for the account of such Issuing Bank, an amount equal to the payment made by such Issuing Bank plus interest on such amount at a rate per annum equal to the Alternate Base Rate plus 2.00%; the Applicable Margin for Base Rate Loans (provided that, if an Issuing Bank delivers an LC Payment Notice to the Borrower after 10:00 a.m., a.m. New York City time, time on the Business Day immediately succeeding the date of payment by such Issuing Bank, the Borrower shall make the LC Reimbursement Payment on or before 12:00 noon, noon New York City time, time on the next succeeding Business Day) or (ii) (x) provide written notice to such Issuing Bank and the Credit Facility Agent electing to have the reimbursement obligation converted into an LC Loan in accordance with Sections 3.02(c) and (f) or (y) not make the LC Reimbursement Payment as required under Section 3.02(b)(i) (Reimbursement to Issuing Banks), in which case, in the case of this clause (ii), such reimbursement obligation shall automatically convert to an LC Loan as of such time; provided, that no Loan Facility Event of Default shall have occurred and been Continuing as of the time of the applicable payment made under the Letter of Credit. An Issuing Bank’s failure to provide an LC Payment Notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank for any payment it makes under any Letter of Credit. In the case of any Non-Fronted Letters of Credit issued with respect to a specific Non-Fronted LC Amount, the Borrower may not elect to make an LC Reimbursement Payment and/or convert a reimbursement obligation into a LC Loan for some but not all the Issuing Banks providing Non-Fronted Letters of Credit with respect to such Non-Fronted LC Amount. (c) If the Borrower fails to make the LC Reimbursement Payment as required under Section 3.03(b3.02(b) (Reimbursement to Issuing Banks) or provides written notice to such Issuing Bank and the Working Capital Credit Facility Agent electing to have the reimbursement obligation converted into an LC Loan, such reimbursement obligation shall automatically convert to an LC Loan; provided, that no Loan Facility Event of Default shall have occurred and been Continuing as of the time of the applicable payment made under the Letter of Credit. If such LC Loan relates to a Fronted Letter of Credit, the Working Capital Credit Facility Agent shall promptly notify each of the Working Capital Lenders of the amount of its share of the payment made under such Fronted Letter of Credit, which shall be such Working Capital Lender’s Commitment Percentage of such amount paid by such Issuing Bank (the “Working Capital Lender Payment Notice”). Subject to Section 3.02(f3.01(f) (Letters of Credit), each Working Capital Lender hereby severally agrees to pay the amount specified in the Working Capital Lender Payment Notice in immediately available funds to the Working Capital Credit Facility Agent for the account of such Issuing Bank with respect to a Fronted Letter of Credit plus interest on such amount at a rate per annum equal to the Federal Funds Effective Rate from the date of such payment by such Issuing Bank to the date of payment to such Issuing Bank by such Working Capital Lender. Each Working Capital Lender shall make such payment by not later than 4:00 p.m., p.m. New York City time, time on the date it received the Working Capital Lender Payment Notice (if such notice is received at or prior to 1:00 p.m., p.m. New York City time) and before 12:00 noon, noon New York City time, time on the next succeeding Business Day following such receipt (if such notice is received after 1:00 p.m., p.m. New York City time). In the case of Fronted Letters of Credit, each Working Capital Lender shall severally indemnify and hold harmless such Issuing Bank from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs, and expenses (including reasonable attorneys’ fees and expenses) resulting from any failure on the part of such Working Capital Lender to provide, or from any delay in providing, the Working Capital Credit Facility Agent for the account of such Issuing Bank with its Commitment Percentage of the amount paid under the Fronted Letter of Credit but no such Working Capital Lender shall be so liable for any such failure on the part of or caused by any other Working Capital Lender or the willful misconduct or gross negligence, as determined by a court of competent jurisdiction by a final and non-appealable order, of the Working Capital Credit Facility Agent. Each Working Capital Lender’s obligation to make each such payment to the Working Capital Credit Facility Agent for the account of the applicable Issuing Bank in the case of payments made in respect of a Fronted Letter of Credit shall be several and not joint and shall not be affected by (A) the occurrence or continuance of any Working Capital Loan Facility Event of DefaultDefault (except as set forth in Section 3.02(b) and this Section 3.02(c)), (B) the failure of any other Working Capital Lender to make any payment under this Section 3.03 3.02 (Reimbursement to Issuing Banks), or (C) the date of the drawing under the applicable Letter of Credit issued by the applicable Issuing Bank; provided that, such drawing occurs prior to the earlier of (i) the Working Capital Final Maturity Date or (ii) the termination date of the applicable Fronted Letter of Credit. Each Working Capital Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (d) The Working Capital Credit Facility Agent shall pay to the applicable Issuing Bank in immediately available funds the amounts paid in respect of a Fronted Letter of Credit pursuant to Section 3.03(b3.02(b) (Reimbursement to Issuing Banks) and Section 3.03(c3.02(c) (Reimbursement to Issuing Banks) before the close of business on the day such payment is received; provided that, any amount received by the Working Capital Credit Facility Agent that is due and owing to such Issuing Bank and remains unpaid to such Issuing Bank on the date of receipt shall be paid on the next succeeding Business Day with interest payable at the Federal Funds Effective Rate. (e) For so long as any Working Capital Lender is a Defaulting Lender under clause (a) of the definition thereof, each Issuing Bank such Defaulting Lender’s participation in respect of a Fronted Letter of Credit LC Exposure shall be deemed, for purposes of reallocated in accordance with Section 4.17 4.18(b) (Sharing of Payments) and Article IX (Default and EnforcementDefaulting Lenders), to be a Working Capital Lender hereunder in substitution of such Defaulting Lender and shall be owed a loan in an amount equal to the outstanding principal amount due and payable by such Defaulting Lender to the Working Capital Facility Agent for the account of each Issuing Bank in respect of such Fronted Letter of Credit pursuant to subsection (c) above. Notwithstanding anything else to the contrary contained herein, the failure of any Working Capital Lender to make any required payment in response to any LC Payment Notice in respect of a Fronted Letter of Credit shall not increase the total aggregate amount payable by the Borrower with respect to the payment described in the related LC Payment Notice in respect of a Fronted Letter of Credit above the total aggregate amount that would have been payable by the Borrower at the applicable rate for Working Capital Loans if such Defaulting Lender would have funded its payments to such Working Capital Facility Agent in a timely manner in response to such LC Payment Notice in respect of a Fronted Letter of Credit. (f) Each payment made by a Working Capital Lender under subsection (c) above shall constitute an LC Loan deemed made by such Working Capital Lender to the Borrower on the date of such payment by an Issuing Bank under a Fronted Letter of Credit issued by such Issuing Bank. All such payments by the Working Capital Lenders in respect of any one such payment by such Issuing Bank shall constitute a single LC Loan hereunder. Each payment made by an Issuing Bank in respect of a Non-Fronted Letter of Credit that is not reimbursed by the Borrower or that is converted into an LC Loan by notice from the Borrower pursuant to clause clause (c) above shall constitute an LC Loan deemed made by such Issuing Bank in its capacity as a Working Capital Lender. LC Loans that are converted to Term SOFR LIBOR Loans in respect of Non-Fronted Letters of Credit with respect to a specific Non-Fronted LC Amount shall constitute a single Term SOFR LIBOR Loan for the purposes of Section 4.05(e) (Interest Rates) hereunder. Each LC Loan initially shall be a Base Rate Loan.

Reimbursement to Issuing Banks. (a) An Issuing Bank shall give the Working Capital Credit Facility Agent, the Security TrusteeCollateral Agent, the Borrower and each of the Working Capital Lenders prompt notice of any payment made by such Issuing Bank in accordance with the terms of any Letter of Credit issued by such Issuing Bank (an “LC Payment Notice”) no later than 10:00 a.m., New York City time, a.m. on the Business Day immediately succeeding the date of such payment by such Issuing Bank. (b) Upon delivery to the Borrower of an LC Payment Notice on or before 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of such payment by an Issuing Bank, unless the Borrower provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan in accordance with Sections 3.03(cshall either (i) and (f), the Borrower shall, on or before 12:00 noon, New York City time, noon on such Business Day, reimburse such Issuing Bank for such payment (an “LC Reimbursement Payment”) by paying to the Working Capital Credit Facility Agent, for the account of such Issuing Bank, an amount equal to the payment made by such Issuing Bank plus interest on such amount at a rate per annum equal to the Alternate Base Rate plus 2.00%; the Applicable Margin for Base Rate Loans (provided that, if an Issuing Bank delivers an LC Payment Notice to the Borrower after 10:00 a.m., a.m. New York City time, time on the Business Day immediately succeeding the date of payment by such Issuing Bank, the Borrower shall make the LC Reimbursement Payment on or before 12:00 noon, noon New York City time, time on the next succeeding Business Day) or (ii) (x) provide written notice to such Issuing Bank and the Credit Facility Agent electing to have the reimbursement obligation converted into an LC Loan in accordance with Sections 3.02(c) and (f) or (y) not make the LC Reimbursement Payment as required under Section 3.02(b)(i) (Reimbursement to Issuing Banks), in which case, in the case of this clause (ii), such reimbursement obligation shall automatically convert to an LC Loan as of such time; provided, that no Loan Facility Event of Default shall have occurred and been Continuing as of the time of the applicable payment made under the Letter of Credit. An Issuing Bank’s failure to provide an LC Payment Notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank for any payment it makes under any Letter of Credit. In the case of any Non-Fronted Letters of Credit issued with respect to a specific Non-Fronted LC Amount, the Borrower may not elect to make an LC Reimbursement Payment and/or convert a reimbursement obligation into a LC Loan for some but not all the Issuing Banks providing Non-Fronted Letters of Credit with respect to such Non-Fronted LC Amount. (c) If the Borrower fails to make the LC Reimbursement Payment as required under Section 3.03(b3.02(b) (Reimbursement to Issuing Banks) or provides written notice to such Issuing Bank and the Working Capital Credit Facility Agent electing to have the reimbursement obligation converted into an LC Loan, such reimbursement obligation shall automatically convert to an LC Loan; provided, that no Loan Facility Event of Default shall have occurred and been Continuing as of the time of the applicable payment made under the Letter of Credit. If such LC Loan relates to a Fronted Letter of Credit, the Working Capital Credit Facility Agent shall promptly notify each of the Working Capital Lenders of the amount of its share of the payment made under such Fronted Letter of Credit, which shall be such Working Capital Lender’s Commitment Percentage of such amount paid by such Issuing Bank (the “Working Capital Lender Payment Notice”). Subject to Section 3.02(f3.01(f) (Letters of Credit), each Working Capital Lender hereby severally agrees to pay the amount specified in the Working Capital Lender Payment Notice in immediately available funds to the Working Capital Credit Facility Agent for the account of such Issuing Bank with respect to a Fronted Letter of Credit plus interest on such amount at a rate per annum equal to the Federal Funds Effective Rate from the date of such payment by such Issuing Bank to the date of payment to such Issuing Bank by such Working Capital Lender. Each Working Capital Lender shall make such payment by not later than 4:00 p.m., p.m. New York City time, time on the date it received the Working Capital Lender Payment Notice (if such notice is received at or prior to 1:00 p.m., p.m. New York City time) and before 12:00 noon, noon New York City time, time on the next succeeding Business Day following such receipt (if such notice is received after 1:00 p.m., p.m. New York City time). In the case of Fronted Letters of Credit, each Working Capital Lender shall severally indemnify and hold harmless such Issuing Bank from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs, and expenses (including reasonable attorneys’ fees and expenses) resulting from any failure on the part of such Working Capital Lender to provide, or from any delay in providing, the Working Capital Credit Facility Agent for the account of such Issuing Bank with its Commitment Percentage of the amount paid under the Fronted Letter of Credit but no such Working Capital Lender shall be so liable for any such failure on the part of or caused by any other Working Capital Lender or the willful misconduct or gross negligence, as determined by a court of competent jurisdiction by a final and non-appealable order, of the Working Capital Credit Facility Agent. Each Working Capital Lender’s obligation to make each such payment to the Working Capital Credit Facility Agent for the account of the applicable Issuing Bank in the case of payments made in respect of a Fronted Letter of Credit shall be several and not joint and shall not be affected by (A) the occurrence or continuance of any Working Capital Loan Facility Event of DefaultDefault (except as set forth in Section 3.02(b) and this Section 3.02(c)), (B) the failure of any other Working Capital Lender to make any payment under this Section 3.03 3.02 (Reimbursement to Issuing Banks), or (C) the date of the drawing under the applicable Letter of Credit issued by the applicable Issuing Bank; provided that, such drawing occurs prior to the earlier of (i) the Working Capital Final Maturity Date or (ii) the termination date of the applicable Fronted Letter of Credit. Each Working Capital Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (d) The Working Capital Credit Facility Agent shall pay to the applicable Issuing Bank in immediately available funds the amounts paid in respect of a Fronted Letter of Credit pursuant to Section 3.03(b3.02(b) (Reimbursement to Issuing Banks) and Section 3.03(c3.02(c) (Reimbursement to Issuing Banks) before the close of business on the day such payment is received; provided that, any amount received by the Working Capital Credit Facility Agent that is due and owing to such Issuing Bank and remains unpaid to such Issuing Bank on the date of receipt shall be paid on the next succeeding Business Day with interest payable at the Federal Funds Effective Rate. (e) For so long as any Working Capital Lender is a Defaulting Lender under clause (a) of the definition thereof, each Issuing Bank such Defaulting Lender’s participation in respect of a Fronted Letter of Credit LC Exposure shall be deemed, for purposes of reallocated in accordance with Section 4.17 4.18(b) (Sharing of Payments) and Article IX (Default and EnforcementDefaulting Lenders), to be a Working Capital Lender hereunder in substitution of such Defaulting Lender and shall be owed a loan in an amount equal to the outstanding principal amount due and payable by such Defaulting Lender to the Working Capital Facility Agent for the account of each Issuing Bank in respect of such Fronted Letter of Credit pursuant to subsection (c) above. Notwithstanding anything else to the contrary contained herein, the failure of any Working Capital Lender to make any required payment in response to any LC Payment Notice in respect of a Fronted Letter of Credit shall not increase the total aggregate amount payable by the Borrower with respect to the payment described in the related LC Payment Notice in respect of a Fronted Letter of Credit above the total aggregate amount that would have been payable by the Borrower at the applicable rate for Working Capital Loans if such Defaulting Lender would have funded its payments to such Working Capital Facility Agent in a timely manner in response to such LC Payment Notice in respect of a Fronted Letter of Credit. (f) Each payment made by a Working Capital Lender under subsection (c) above shall constitute an LC Loan deemed made by such Working Capital Lender to the Borrower on the date of such payment by an Issuing Bank under a Fronted Letter of Credit issued by such Issuing Bank. All such payments by the Working Capital Lenders in respect of any one such payment by such Issuing Bank shall constitute a single LC Loan hereunder. Each payment made by an Issuing Bank in respect of a Non-Fronted Letter of Credit that is not reimbursed by the Borrower or that is converted into an LC Loan by notice from the Borrower pursuant to clause (c) above shall constitute an LC Loan deemed made by such Issuing Bank in its capacity as a Working Capital Lender. LC Loans that are converted to Term SOFR LIBOR Loans in respect of Non-Fronted Letters of Credit with respect to a specific Non-Fronted LC Amount shall constitute a single Term SOFR LIBOR Loan for the purposes of Section 4.05(e) (Interest Rates) hereunder. Each LC Loan initially shall be a Base Rate Loan.

Reimbursement to Issuing Banks. (a) An Issuing Bank shall give the Working Capital Facility Agent, the Security Trustee, the Borrower and each of the Working Capital Lenders prompt notice of any payment made by such Issuing Bank in accordance with the terms of any Letter of Credit issued by such Issuing Bank (an “LC Payment Notice”) no later than 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of such payment by such Issuing Bank. (b) Upon delivery to the Borrower of an LC Payment Notice on or before 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of such payment by an Issuing Bank, unless the Borrower provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan in accordance with Sections Section 3.03(c) and (f), the Borrower shall, on or before 12:00 noon, New York City time, on such Business Day, reimburse such Issuing Bank for such payment (an “LC Reimbursement Payment”) by paying to the Working Capital Facility Agent, for the account of such Issuing Bank, an amount equal to the payment made by such Issuing Bank plus interest on such amount at a rate per annum equal to the Alternate Base Rate plus 2.00%; provided that, if an Issuing Bank delivers an LC Payment Notice to the Borrower after 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of payment by such Issuing Bank, the Borrower shall make the LC Reimbursement Payment on or before 12:00 noon, New York City time, on the next succeeding Business Day. An Issuing Bank’s failure to provide an LC Payment Notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank for any payment it makes under any Letter of Credit. In the case of any Non-Fronted Letters of Credit issued with respect to a specific Non-Fronted LC Amount, the Borrower may not elect to make an LC Reimbursement Payment and/or convert a reimbursement obligation into a LC Loan for some but not all the Issuing Banks providing Non-Fronted Letters of Credit with respect to such Non-Fronted LC Amount. (c) If the Borrower fails to make the LC Reimbursement Payment as required under Section 3.03(b) (Reimbursement to Issuing Banks) or provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan, such reimbursement obligation shall automatically convert Loan in accordance with this Section 3.03(c) (Reimbursement to an LC Loan. If such LC Loan relates Issuing Banks) and Section 3.03(f) (Reimbursement to a Fronted Letter of CreditIssuing Banks), the Working Capital Facility Agent shall promptly notify each of the Working Capital Lenders of the amount of its share of the payment made under such Fronted the Letter of Credit, which shall be such Working Capital Lender’s Commitment Percentage of such amount paid by such Issuing Bank (the “Working Capital Lender Payment Notice”). Subject to Section 3.02(f) (Letters of Credit), each Working Capital Lender hereby severally agrees to pay the such amount specified in the Working Capital Lender Payment Notice in immediately available funds to the Working Capital Facility Agent for the account of such Issuing Bank with respect to a Fronted Letter of Credit plus interest on such amount at a rate per annum equal to the Federal Funds Effective Rate from the date of such payment by such Issuing Bank to the date of payment to such Issuing Bank by such Working Capital Lender. Each Working Capital Lender shall make such payment by not later than 4:00 p.m., New York City time, on the date it received the Working Capital Lender Payment Notice (if such notice is received at or prior to 1:00 p.m., New York City time) and before 12:00 noon, New York City time, on the next succeeding Business Day following such receipt (if such notice is received after 1:00 p.m., New York City time). In the case of Fronted Letters of Credit, each Each Working Capital Lender shall indemnify and hold harmless such Issuing Bank from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs, and expenses (including reasonable attorneys’ fees and expenses) resulting from any failure on the part of such Working Capital Lender to provide, or from any delay in providing, the Working Capital Facility Agent for the account of such Issuing Bank with its Commitment Percentage of the amount paid under the Fronted Letter of Credit but no such Working Capital Lender shall be so liable for any such failure on the part of or caused by any other Working Capital Lender or the willful misconduct or gross negligence, as determined by a court of competent jurisdiction by a final and non-appealable order, of the Working Capital Facility Agent. Each Working Capital Lender’s obligation to make each such payment to the Working Capital Facility Agent for the account of the applicable Issuing Bank in the case of payments made in respect of a Fronted Letter of Credit shall be several and not joint and shall not be affected by (A) the occurrence or continuance of any Working Capital Facility Event of Default, (B) the failure of any other Working Capital Lender to make any payment under this Section 3.03 (Reimbursement to Issuing Banks), or (C) the date of the drawing under the applicable Letter of Credit issued by the applicable Issuing Bank; provided that, such drawing occurs prior to the earlier of (i) the Working Capital Final Maturity Date or (ii) the termination date of the applicable Fronted Letter of Credit. Each Working Capital Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (d) The Working Capital Facility Agent shall pay to the applicable such Issuing Bank in immediately available funds the amounts paid in respect of a Fronted Letter of Credit pursuant to Section Sections 3.03(b) (Reimbursement to Issuing Banks) and Section 3.03(c) (Reimbursement to Issuing Banks) before the close of business on the day such payment is received; provided that, any amount received by the Working Capital Facility Agent that is due and owing to such Issuing Bank and remains unpaid to such Issuing Bank on the date of receipt shall be paid on the next succeeding Business Day with interest payable at the Federal Funds Effective Rate. (e) For so long as any Working Capital Lender is a Defaulting Lender under clause (a) of the definition thereof, each Issuing Bank in respect of a Fronted Letter of Credit shall be deemed, for purposes of Section 4.17 (Sharing of Payments) and Article IX (Default and Enforcement), to be a Working Capital Lender hereunder in substitution of such Defaulting Lender and shall be owed a loan in an amount equal to the outstanding principal amount due and payable by such Defaulting Lender to the Working Capital Facility Agent for the account of each Issuing Bank in respect of such Fronted Letter of Credit pursuant to subsection (c) above. Notwithstanding anything else to the contrary contained herein, the failure of any Working Capital Lender to make any required payment in response to any LC Payment Notice in respect of a Fronted Letter of Credit shall not increase the total aggregate amount payable by the Borrower with respect to the payment described in the related LC Payment Notice in respect of a Fronted Letter of Credit above the total aggregate amount that would have been payable by the Borrower at the applicable rate for Working Capital Loans if such Defaulting Lender would have funded its payments to such Working Capital Facility Agent in a timely manner in response to such LC Payment Notice in respect of a Fronted Letter of Credit. (f) Each payment made by a Working Capital Lender under subsection (c) above shall constitute an LC Loan deemed made by such Working Capital Lender to the Borrower on the date of such payment by an Issuing Bank under a Fronted Letter of Credit issued by such Issuing Bank. All such payments by the Working Capital Lenders in respect of any one such payment by such Issuing Bank shall constitute a single LC Loan hereunder. Each payment made by an Issuing Bank in respect of a Non-Fronted Letter of Credit that is not reimbursed by the Borrower or that is converted into an LC Loan by notice from the Borrower pursuant to clause (c) above shall constitute an LC Loan deemed made by such Issuing Bank in its capacity as a Working Capital Lender. LC Loans that are converted to Term SOFR Loans in respect of Non-Fronted Letters of Credit with respect to a specific Non-Fronted LC Amount shall constitute a single Term SOFR Loan for the purposes of Section 4.05(e) (Interest Rates) hereunder. Each LC Loan initially shall be a Base Rate Loan.4.17

Reimbursement to Issuing Banks. (a) An Issuing Bank shall give the Working Capital Facility Agent, the Security Trustee, the Borrower and each of the Working Capital Lenders prompt notice of any payment made by such Issuing Bank in accordance with the terms of any Letter of Credit issued by such Issuing Bank (an “LC Payment Notice”) no later than 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of such payment by such Issuing Bank. (b) Upon delivery to the Borrower of an LC Payment Notice on or before 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of such payment by an Issuing Bank, unless the Borrower provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan in accordance with Sections 3.03(c) and (f), the Borrower shall, on or before 12:00 noon, New York City time, on such Business Day, reimburse such Issuing Bank for such payment (an “LC Reimbursement Payment”) by paying to the Working Capital Facility Agent, for the account of such Issuing Bank, an amount equal to the payment made by such Issuing Bank plus interest on such amount at a rate per annum equal to the Alternate Base Rate plus 2.00%; provided that, if an Issuing Bank delivers an LC Payment Notice to the Borrower after 10:00 a.m., New York City time, on the Business Day immediately succeeding the date of payment by such Issuing Bank, the Borrower shall make the LC Reimbursement Payment on or before 12:00 noon, New York City time, on the next succeeding Business Day. An Issuing Bank’s failure to provide an LC Payment Notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank for any payment it makes under any Letter of Credit. In the case of any Non-Fronted Letters of Credit issued with respect to a specific Non-Fronted LC Amount, the Borrower may not elect to make an LC Reimbursement Payment and/or convert a reimbursement obligation into a LC Loan for some but not all the Issuing Banks providing Non-Fronted Letters of Credit with respect to such Non-Fronted LC Amount. (c) If the Borrower fails to make the LC Reimbursement Payment as required under Section 3.03(b) (Reimbursement to Issuing Banks) or provides written notice to such Issuing Bank and the Working Capital Facility Agent electing to have the reimbursement obligation converted into an LC Loan, such reimbursement obligation shall automatically convert to an LC Loan. If such LC Loan relates to a Fronted Letter of Credit, the Working Capital Facility Agent shall promptly notify each of the Working Capital Lenders of the amount of its share of the payment made under such Fronted Letter of Credit, which shall be such Working Capital Lender’s Commitment Percentage of such amount paid by such Issuing Bank (the “Working Capital Lender Payment Notice”). Subject to Section 3.02(f) (Letters of Credit), each Working Capital Lender hereby severally agrees to pay the amount specified in the Working Capital Lender Payment Notice in immediately available funds to the Working Capital Facility Agent for the account of such Issuing Bank with respect to a Fronted Letter of Credit plus interest on such amount at a rate per annum equal to the Federal Funds Effective Rate from the date of such payment by such Issuing Bank to the date of payment to such Issuing Bank by such Working Capital Lender. Each Working Capital Lender shall make such payment by not later than 4:00 p.m., New York City time, on the date it received the Working Capital Lender Payment Notice (if such notice is received at or prior to 1:00 p.m., New York City time) and before 12:00 noon, New York City time, on the next succeeding Business Day following such receipt (if such notice is received after 1:00 p.m., New York City time). In the case of Fronted Letters of Credit, each Working Capital Lender shall indemnify and hold harmless such Issuing Bank from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs, and expenses (including reasonable attorneys’ fees and expenses) resulting from any failure on the part of such Working Capital Lender to provide, or from any delay in providing, the Working Capital Facility Agent for the account of such Issuing Bank with its Commitment Percentage of the amount paid under the Fronted Letter of Credit but no such Working Capital Lender shall be so liable for any such failure on the part of or caused by any other Working Capital Lender or the willful misconduct or gross negligence, as determined by a court of competent jurisdiction by a final and non-appealable order, of the Working Capital Facility Agent. Each Working Capital Lender’s obligation to make each such payment to the Working Capital Facility Agent for the account of the applicable Issuing Bank in the case of payments made in respect of a Fronted Letter of Credit shall be several and not joint and shall not be affected by (A) the occurrence or continuance of any Working Capital Facility Event of Default, (B) the failure of any other Working Capital Lender to make any payment under this Section 3.03 (Reimbursement to Issuing Banks), or (C) the date of the drawing under the applicable Letter of Credit issued by the applicable Issuing Bank; provided that, such drawing occurs prior to the earlier of (i) the Working Capital Final Maturity Date or (ii) the termination date of the applicable Fronted Letter of Credit. Each Working Capital Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (d) The Working Capital Facility Agent shall pay to the applicable Issuing Bank in immediately available funds the amounts paid in respect of a Fronted Letter of Credit pursuant to Section 3.03(b) (Reimbursement to Issuing Banks) and Section 3.03(c) (Reimbursement to Issuing Banks) before the close of business on the day such payment is received; provided that, any amount received by the Working Capital Facility Agent that is due and owing to such Issuing Bank and remains unpaid to such Issuing Bank on the date of receipt shall be paid on the next succeeding Business Day with interest payable at the Federal Funds Effective Rate. (e) For so long as any Working Capital Lender is a Defaulting Lender under clause (a) of the definition thereof, each Issuing Bank in respect of a Fronted Letter of Credit shall be deemed, for purposes of Section 4.17 (Sharing of Payments) and Article IX (Default and EnforcementDEFAULT AND ENFORCEMENT), to be a Working Capital Lender hereunder in substitution of such Defaulting Lender and shall be Lender, owed a loan in an amount equal to the outstanding principal amount due and payable by such Defaulting Lender to the Working Capital Facility Agent for the account of each Issuing Bank in respect of such Fronted Letter of Credit pursuant to subsection (c) above. Notwithstanding anything else to the contrary contained herein, the failure of any Working Capital Lender to make any required payment in response to any LC Payment Notice in respect of a Fronted Letter of Credit shall not increase the total aggregate amount payable by the Borrower with respect to the payment described in the related LC Payment Notice in respect of a Fronted Letter of Credit above the total aggregate amount that would have been payable by the Borrower at the applicable rate for Working Capital Loans if such Defaulting Lender would have funded its payments to such Working Capital Facility Agent in a timely manner in response to such LC Payment Notice in respect of a Fronted Letter of Credit. (f) Each payment made by a Working Capital Lender under subsection (c) above shall constitute an LC Loan deemed made by such Working Capital Lender to the Borrower on the date of such payment by an Issuing Bank under a Fronted Letter of Credit issued by such Issuing Bank. All such payments by the Working Capital Lenders in respect of any one such payment by such Issuing Bank shall constitute a single LC Loan hereunder. Each payment made by an Issuing Bank in respect of a Non-Fronted Letter of Credit that is not reimbursed by the Borrower or that is converted into an LC Loan by notice from the Borrower pursuant to clause (c) above shall constitute an LC Loan deemed made by such Issuing Bank in its capacity as a Working Capital Lender. LC Loans that are converted to Term SOFR LIBOR Loans in respect of Non-Fronted Letters of Credit with respect to a specific Non-Fronted LC Amount shall constitute a single Term SOFR LIBOR Loan for the purposes of Section 4.05(e) (Interest Rates) hereunder. Each LC Loan initially shall be a Base Rate Loan.