Common use of Reimbursement Clause in Contracts

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If 7.2.1 The Insurance may provide that each Insured who committed or condoned an innocent or negligent non-disclosure or misrepresentation or other innocent or negligent breach of the L/C Issuer terms and conditions of the Insurance will reimburse the Insurer to the extent that is just and equitable, having regard to the prejudice caused to the Insurer’s interests by such non- disclosure, misrepresentation or breach, provided that no Insured shall be required to make any L/C Disbursement such reimbursement to the extent that any such breach of the terms or conditions of the Insurance was in order to comply with any applicable rules or codes laid down from time to time by the Law Society. 7.2.2 The Insurance may provide that each Insured who committed or condoned a dishonest or fraudulent non-disclosure or misrepresentation or other dishonest or fraudulent breach of the terms and conditions of the Insurance will be required to indemnify the Insurer in full in respect of a Letter any sums paid by it in or in connection with the discharge of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying any Claim pursuant to the Administrative Agent Insurance. 7.2.3 The Insurance must provide that no non-disclosure, misrepresentation, breach, dishonesty, act or omission will be imputed to a company unless it was committed or condoned by, in the case of a company, all directors and officers of that company. 7.2.4 The Insurance must provide that any right of reimbursement contemplated by this clause 7.2 against any Employee, each former Employee, and each person who becomes an amount equal to such L/C Disbursement not later than 12:00 noon on (i) Employee of the Business Day that Firm during the Borrower receives notice of such L/C DisbursementCoverage Period, if such notice or their personal representatives, is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, limited to the extent so financed, the Borrower’s obligation to make such payment shall be discharged that is just and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay equitable having regard to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject prejudice caused to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given Insurer’s interests by the L/C Issuer that person having committed or the Administrative Agent pursuant to this Section 2.03(fcondoned (whether knowingly or recklessly) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness dishonesty or binding effect of such noticeany fraudulent act or omission.

Reimbursement. (a) If the L/C Issuer Issuing Lender shall make any L/C Disbursement in respect of a Letter of Credit, the Issuing Lender shall notify the Borrower and the Administrative Agent thereof and the Borrower shall reimburse pay or cause to be paid to the L/C Issuer in respect Issuing Lender an amount equal to the entire amount of such L/C Disbursement by paying not later than (i) the immediately following Business Day if the Issuing Lender issues such notice before 10:00 a.m. Pacific time on the date of such L/C Disbursement, or (ii) on the second following Business Day if the Issuing Lender issues such notice at or after 10:00 a.m. Pacific time on the date of such L/C Disbursement. Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. (b) If the Issuing Lender shall not have received from the Borrower the payment that it is required to make pursuant to Section 3.5(a) with respect to a Letter of Credit within the time specified in such Section, the Issuing Lender will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each L/C Lender of such L/C Disbursement and its L/C Percentage thereof, and each L/C Lender shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice Lender’s L/C Percentage of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or Disbursement (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each may apply Cash Collateral provided for this purpose) and upon such payment pursuant to this paragraph to reimburse the Issuing Lender of the applicable for any L/C Disbursement, the payment then due Borrower shall be required to reimburse the L/C Lenders for such payments (including interest accrued thereon from the Borrower in respect thereof (date of such payment until the “Unreimbursed Amount”date of such reimbursement at the rate applicable to Revolving Loans that are ABR Loans plus 2% per annum) on demand; provided that if at the time of and after giving effect to such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given payment by the L/C Issuer or Lenders, the conditions to borrowings and Revolving Loan Conversions set forth in Section 5.2 are satisfied, the Borrower may, by written notice to the Administrative Agent certifying that such conditions are satisfied and that all interest owing under this paragraph has been paid, request that such payments by the L/C Lenders be converted into Revolving Loans (a “Revolving Loan Conversion”), in which case, if such conditions are in fact satisfied, the L/C Lenders shall be deemed to have extended, and the Borrower shall be deemed to have accepted, a Revolving Loan in the aggregate principal amount of such payment without further action on the part of any party, and the Total L/C Commitments shall be permanently reduced by such amount; any amount so paid pursuant to this Section 2.03(f) may paragraph shall, on and after the payment date thereof, be given by telephone if immediately confirmed in writingdeemed to be Revolving Loans for all purposes hereunder; provided that the lack Issuing Lender, at its option, may effectuate a Revolving Loan Conversion regardless of such an immediate confirmation shall not affect whether the conclusiveness or binding effect of such noticeconditions to borrowings and Revolving Loan Conversions set forth in Section 5.2 are satisfied.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Revolving Loans that are Base Rate Loans or a Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansBorrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000500,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate aggregate Revolving Commitments. Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer an Issuing Bank shall make any L/C LC Disbursement in respect of a Letter of Credit, then the Borrower shall reimburse the L/C Issuer in respect of such L/C LC Disbursement by paying to the Administrative Agent an amount equal to such L/C LC Disbursement not later than 12:00 noon on (i) the Business Day that if the Borrower receives shall have received notice of such L/C Disbursement, if such notice is received LC Disbursement prior to 10:00 a.m. a.m., Local Time, on any Business Day, then 12:00 noon, Local Time, on such Business Day, or (ii) otherwise, 12:00 noon, Local Time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C in the case of an LC Disbursement is not less than denominated in dollars in an amount equal to or in excess of $1,000,000500,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 2.03 that such payment be financed with a an ABR Revolving Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansABR Revolving Borrowing. If the Borrower fails to make such payment when duereimburse any LC Disbursement by the time specified above in this paragraph, then the Administrative Agent shall notify each Revolving Lender of the applicable L/C LC Disbursement, the currency and amount of the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Revolving Lender’s Applicable Percentage thereof (each thereof. Promptly following receipt of such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each applicable Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant amount then due from the Borrower in the currency of the applicable LC Disbursement, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.03(e)(ii2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraph), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the applicable Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this Section 2.03(fparagraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing as contemplated above) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect constitute a Loan and shall not relieve the conclusiveness or binding effect Borrower of its obligation to reimburse such noticeLC Disbursement.

Reimbursement. (a) If the L/C Issuer any Issuing Lender shall make any L/C Disbursement in respect of a Letter of Credit, such Issuing Lender shall notify the Borrower and the Administrative Agent thereof and the Borrower shall reimburse pay or cause to be paid to such Issuing Lender an amount equal to the L/C Issuer in respect Dollar Equivalent of the entire amount of such L/C Disbursement by paying not later than (i) the immediately following Business Day if such Issuing Lender issues such notice before 10:00 A.M. Pacific time on the date of such L/C Disbursement, or (ii) on the second following Business Day if such Issuing Lender issues such notice at or after 10:00 A.M. Pacific time on the date of such L/C Disbursement. Each such payment shall be made to such Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. (b) If any Issuing Lender shall not have received from the Borrower the payment that it is required to make pursuant to Section 3.5(a) with respect to a Letter of Credit within the time specified in such Section, such Issuing Lender will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each L/C Lender of such L/C Disbursement and its L/C Percentage thereof, and each L/C Lender shall pay to such Issuing Lender upon demand in Dollars at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Disbursement not later than 12:00 noon on (i) Lender’s L/C Percentage of the Business Day that the Borrower receives notice Dollar Amount of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or Disbursement (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each may apply Cash Collateral provided for this purpose) and upon such payment pursuant to this paragraph to reimburse such Issuing Lender of the applicable for any L/C Disbursement, the payment then due Borrower shall be required to reimburse the L/C Lenders for such payments (including interest accrued thereon from the Borrower in respect thereof (date of such payment until the “Unreimbursed Amount”date of such reimbursement at the rate applicable to Revolving Loans that are ABR Loans plus 2% per annum) on demand; provided that if at the time of and after giving effect to such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given payment by the L/C Issuer or Lenders, the conditions to borrowings and Revolving Loan Conversions set forth in Section 5.2 are satisfied, the Borrower may, by written notice to the Administrative Agent certifying that such conditions are satisfied and that all interest owing under this paragraph has been paid, request that such payments by the L/C Lenders be converted into Revolving Loans (a “Revolving Loan Conversion”), in which case, if such conditions are in fact satisfied, the L/C Lenders shall be deemed to have extended, and the Borrower shall be deemed to have accepted, a Revolving Loan in the aggregate principal amount of the Dollar Equivalent of such payment without further action on the part of any party, and the Total L/C Commitments shall be permanently reduced by such amount; any amount so paid pursuant to this Section 2.03(f) may paragraph shall, on and after the payment date thereof, be given by telephone if immediately confirmed in writingdeemed to be Revolving Loans for all purposes hereunder; provided that such Issuing Lender, at its option, may effectuate a Revolving Loan Conversion regardless of whether the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticeconditions to borrowings and Revolving Loan Conversions set forth in Section 5.2 are satisfied.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower Borrowers shall jointly and severally reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower Representative receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swingline Loan. If the Borrower fails Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrower Borrowers in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii2.16(e)(ii), subject to the amount of the unutilized portion of the Aggregate aggregate Revolving Commitments. Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f2.16(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. (i) If the L/C Issuer shall make applicable Issuing Bank makes any L/C LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C LC Disbursement by paying to the Administrative Agent an amount equal to such L/C LC Disbursement not later than 12:00 noon 11:00 a.m. on (i) the Business Day that the Borrower receives notice of such L/C DisbursementLC Disbursement under paragraph (f) of this Section, if such notice is received prior to 10:00 9:00 a.m. on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; after 9:00 a.m. on the day of receipt, (provided that, if such L/C Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 2.03 that such payment be financed with a an ABR Revolving Loan Borrowing of Base Rate Loans in an equivalent amount (any such Revolving Loan Borrowing, a “Letter of Credit Reimbursement Loan”)), and, to the extent so financed, the Borrower’s obligation of the Borrower to make such payment shall be discharged and replaced by the resulting Borrowing (it being understood and agreed that the Borrower may also request a Swingline Loan to reimburse such LC Disbursement in accordance with Section 2.04, subject, in the case of Base Rate Loansany such Swingline Loan, to the satisfaction of the applicable conditions set forth in Section 4.02). If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C LC Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Revolving Lender’s Applicable Revolving Credit Percentage thereof (each thereof. Promptly following receipt of such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Revolving Credit Percentage of the Unreimbursed Amount pursuant payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Revolving Lender (and Section 2.03(e)(ii2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. (ii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the applicable Issuing Bank any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.03(f2.05(d) may by the time specified therein, such Issuing Bank shall be given entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Issuing Bank at a rate per annum equal to the greater of the Federal Funds Effective Rate from time to time in effect and a rate determined by telephone if immediately confirmed the Administrative Agent in writing; provided that accordance with banking industry rules on interbank compensation. A certificate of the lack of such an immediate confirmation applicable Issuing Bank submitted to any Revolving Lender (through the Administrative Agent) with respect to any amount owing under this clause (ii) shall not affect the conclusiveness or binding effect of such noticebe conclusive absent manifest error.

Reimbursement. If The Borrower hereby agrees to reimburse the L/C Issuer Issuing Lender by making payment to the Agent, for the account of the Issuing Lender, in immediately available funds, for any payment made by the Issuing Lender under any Letter of Credit (each such amount so paid until reimbursed, together with interest thereon payable as provided hereinbelow, a "Reimbursement Obligation") immediately after, and in any event within one (1) Business Day after its receipt of notice of, such payment (provided that any such Reimbursement Obligation shall make be deemed timely satisfied (but nevertheless subject to the payment of interest thereon as provided hereinbelow) if satisfied pursuant to a Borrowing of Loans made on or prior to the next Business Day following the date of the Borrower's receipt of notice of such payment), together with interest on the amount so paid by the Issuing Lender, to the extent not reimbursed prior to 1:00 p.m., Charlotte time, on the date of such payment or disbursement, for the period from the date of the respective payment to the date the Reimbursement Obligation created thereby is satisfied, at the Adjusted Base Rate applicable to Loans as in effect from time to time during such period, such interest also to be payable on demand. The Issuing Lender will provide the Agent and the Borrower with prompt notice of any L/C Disbursement in respect of a payment or disbursement made under any Letter of Credit, although the Borrower shall reimburse the L/C Issuer failure to give, or any delay in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursementgiving, if any such notice is received prior to 10:00 a.m. shall not release, diminish or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, otherwise affect the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing 's obligations under this Section or any other provision of Base Rate Loansthis Agreement. If the Borrower fails to make such payment when due, the Administrative The Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall will promptly pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given Issuing Lender any such amounts received by the L/C Issuer or the Administrative Agent pursuant to it under this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticeSection.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower Company shall reimburse the L/C Issuer in respect of such L/C Disbursement Disbursement. The Company shall reimburse the L/C Issuer by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower Company receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower Company receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.05 that such payment be financed with a Borrowing of Base Rate Loans or Swing Line Loan in an equivalent amount and, to the extent so financed, the BorrowerCompany’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swing Line Loan. If the Borrower Company fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender of the applicable L/C Disbursement, the payment then due from the Borrower Company in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, the Company shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Revolving Credit Borrowing of any Non-Reimbursement Notice, each Lender shall pay Base Rate Loans to be disbursed on the date of payment by the L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate aggregate Revolving CommitmentsCredit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Revolving Credit Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement Advance in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement Advance by paying to the Administrative Agent an amount equal to such L/C Disbursement Advance not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C DisbursementAdvance, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement Advance is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C DisbursementAdvance, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Borrowing of any Non-Reimbursement Notice, each Lender shall pay Base Rate Loans to be disbursed on the date of payment by the L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitmentsaggregate Commitments and the conditions set forth in Section 7.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon 11:00 a.m. on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 9:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement Borrowing in respect of a Letter of Credit, the Borrower Borrowers shall reimburse the such L/C Issuer in respect of such L/C Disbursement Borrowing by paying to the Administrative Agent an amount equal to such L/C Disbursement Borrowing not later than 12:00 noon on (i) the Business Day that the Borrower Borrowing Agent receives notice of such L/C DisbursementBorrowing, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower Borrowing Agent receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement Borrowing is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swing Line Loan in an equivalent amount and, to the extent so financed, the Borrower’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swing Line Loan. If the Borrower fails Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C DisbursementBorrowing, the payment then due from the Borrower Borrowers in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate aggregate Revolving Commitments. Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of a Revolving Loan that is a Base Rate Loans Loan or a Swing Line Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of a Revolving Loan that is a Base Rate LoansLoan or a Swing Line Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii2.03(e), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon 1:00 p.m. on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate aggregate Revolving Commitments. Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Daily SOFR Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Daily SOFR Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Borrowing of any Non-Reimbursement Notice, each Lender shall pay Daily SOFR Rate Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Daily SOFR Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving CommitmentsCommitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon 1:00 p.m. on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 11:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swing Line Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swing Line Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower Borrowers shall reimburse the such L/C Issuer in respect of such L/C Disbursement in the currency in which such L/C Disbursement was made (or, if requested by such L/C Issuer by notice to the applicable Borrower, in the Dollar Amount of such L/C Disbursement) by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Opco Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Opco Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 2.03 or Section 2.05 that such payment be financed with a Borrowing of Base Rate ABR Loans or Swingline Loan in an equivalent amount the Dollar Amount of such L/C Disbursement and, to the extent so financed, the Borrower’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansABR Loans or Swingline Loan. If the Borrower fails Borrowers fail to make such payment when due, the Administrative Agent shall notify each Lender of the Dollar Amount of the applicable L/C Disbursement, the payment then due from the Borrower Borrowers in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, the Opco Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Borrowing of any Non-Reimbursement Notice, each Lender shall pay ABR Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in the Dollar Amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)ABR Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving CommitmentsCommitments and the conditions set forth in Section 4.03 (other than the delivery of a Borrowing Request). Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f2.06(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If All sums reasonably expended by Buyer in connection with the L/C Issuer exercise of any right or remedy provided for herein shall make be and remain Sellers’ obligation (unless and to the extent that Sellers are the prevailing party in any L/C Disbursement in respect dispute, claim or action relating thereto). Sellers agree to pay, with interest at the Default Rate to the extent that an Event of a Letter of CreditDefault has occurred, the Borrower shall reimburse reasonable out-of-pocket expenses and reasonable attorneys’ fees incurred by Buyer and/or Custodian in connection with the L/C Issuer in respect preparation, enforcement (including any waivers), administration and amendment of such L/C Disbursement the Program Documents (regardless of whether a Transaction is entered into hereunder), the taking of any action, including legal action, required or permitted to be taken by paying Buyer (without duplication to Buyer) and/or Custodian pursuant thereto or any “due diligence” or loan agent reviews conducted by Buyer. If Buyer determines that, due to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on introduction of, any change in, or the compliance by Buyer with (i) the Business Day that the Borrower receives notice of such L/C Disbursementany eurocurrency reserve requirement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the day that force of law), there shall be an increase in the Borrower receives cost to Buyer in engaging in the present or any future Transactions, then Sellers agree to pay to Buyer, from time to time, upon demand by Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by Buyer to compensate Buyer for such noticeincreased costs. Notwithstanding any other provisions in this Agreement, in the event of any such change in the eurocurrency reserve requirement or the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority, Sellers will have the right to terminate all Transactions then outstanding as of a date selected by Sellers, which date shall be prior to the applicable Repurchase Date and which date shall thereafter for all purposes hereof, be deemed to be the Repurchase Date. In addition, Buyer shall promptly notify Sellers if any events in clause (i) or (ii) of this Section 25 occur. In addition to any rights and remedies of Buyer hereunder and by law, Buyer shall have the right, without prior notice to Sellers, any such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, being expressly waived by Sellers to the extent so financedpermitted by applicable law, upon any amount becoming due and payable by Sellers hereunder (whether at the Borrower’s obligation stated maturity, by acceleration or otherwise) to make set-off and appropriate and apply against such payment shall be discharged amount any and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when dueall deposits (general or special, the Administrative Agent shall notify each Lender of the applicable L/C Disbursementtime or demand, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(iiprovisional or final), subject in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Buyer or any Affiliate thereof to or for the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer credit or the Administrative Agent pursuant account of Sellers or any Affiliate thereof. Buyer agrees promptly to this Section 2.03(f) may be given notify Sellers after any such set-off and application made by telephone if immediately confirmed in writingBuyer; provided that the lack of failure to give such an immediate confirmation notice shall not affect the conclusiveness or binding effect validity of such noticeset-off and application.

Reimbursement. (a) If the L/C Issuer Issuing Lender shall make any L/C Disbursement in respect of a Letter of Credit, the Issuing Lender shall notify the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to and the Administrative Agent thereof and the Borrower shall pay or cause to be paid to the Issuing Lender an amount equal to the entire amount of such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following Business Day. Each such payment shall be made to the day that the Borrower receives such notice, if such notice is not received prior Issuing Lender at its address for notices referred to such timeherein in Dollars and in immediately available funds; provided that, if such L/C Disbursement is not less than $1,000,000, that the Borrower may, subject to the satisfaction of the conditions to borrowing set forth herein, request in accordance with Section 2.02 2.5 or Section 2.7(a) that such payment be financed with a Borrowing of Base Rate Loans Revolving Loan or a Swingline Loan, as applicable, in an equivalent amount and, to the (b) If the extent so financedIssuing Lender shall not have received from the Borrower the payment that it is required to make pursuant to Section 3.5(a) with respect to a Letter of Credit within the time specified in such Section, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, Issuing Lender will promptly notify the Administrative Agent shall of the L/C Disbursement and the Administrative Agent will promptly notify each L/C Lender of such L/C Disbursement and its L/C Percentage thereof, and each L/C Lender shall pay to the applicable Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Lender’s L/C Percentage of such L/C Disbursement (and the Administrative Agent may apply Cash Collateral provided for this purpose); upon such payment pursuant to this paragraph to reimburse the Issuing Lender for any L/C Disbursement, the payment then due Borrower shall be required to reimburse the L/C Lenders for such payments (including interest accrued thereon from the Borrower in respect thereof (date of such payment until the “Unreimbursed Amount”date of such reimbursement at the rate applicable to Revolving Loans that are ABR Loans plus 2% per annum) on demand; provided that if at the time of and after giving effect to such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given payment by the L/C Issuer or Lenders, the conditions to borrowings and Revolving Loan Conversions set forth in Section 5.2 are satisfied, the Borrower may, by written notice to the Administrative Agent certifying that such conditions are satisfied and that all interest owing under this paragraph has been paid, request that such payments by the L/C Lenders be converted into Revolving Loans (a “Revolving Loan Conversion”), in which case, if such conditions are in fact satisfied, the L/C Lenders shall be deemed to have extended, and the Borrower shall be deemed to have accepted, a Revolving Loan in the aggregate principal amount of such payment without further action on the part of any party, and the Total L/C Commitments shall be permanently reduced by such amount; any amount so paid pursuant to this Section 2.03(f) may paragraph shall, on and after the payment date thereof, be given by telephone if immediately confirmed in writingdeemed to be Revolving Loans for all purposes hereunder; provided that the lack Issuing Lender, at its option, may effectuate a Revolving Loan Conversion regardless of such an immediate confirmation shall not affect whether the conclusiveness or binding effect of such noticeconditions to borrowings and Revolving Loan Conversions set forth in Section 5.2 are satisfied.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the such Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. a.m., or (ii) the Business Day immediately following the day that the such Borrower receives such notice, if such notice is not received prior to such time; provided provided, that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Revolving Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Borrowing of Base Rate Loans. If the applicable Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the such Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately promptly confirmed in writing; provided that provided, that, the lack of such an immediate a prompt confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If Borrower hereby agrees to reimburse the L/C Issuer Issuing Bank by making payment to the Administrative Agent, for the account of the Issuing Bank, in immediately available funds, for any payment made by the Issuing Bank under any Letter of Credit (each such amount so paid until reimbursed, together with interest thereon payable as provided hereinbelow, a “Reimbursement Obligation”) immediately upon, and in any event on the same Business Day as, the making of such payment by the Issuing Bank (provided that any such Reimbursement Obligation shall make be deemed timely satisfied (but nevertheless subject to the payment of interest thereon as provided hereinbelow) if satisfied pursuant to a borrowing of Revolving Loans made on the date of such payment by the Issuing Bank, as set forth more completely in Section 3.05), together with interest on the amount so paid by the Issuing Bank, to the extent not reimbursed prior to 2:00 p.m., Charlotte time, on the date of such payment or disbursement, for the period from the date of the respective payment to the date the Reimbursement Obligation created thereby is satisfied, at the Adjusted Base Rate applicable to Revolving Loans as in effect from time to time during such period, such interest also to be payable on demand. The Issuing Bank will provide the Administrative Agent and Borrower with prompt notice of any L/C Disbursement in respect of a payment or disbursement made or to be made under any Letter of Credit, although the Borrower failure to give, or any delay in giving, any such notice shall reimburse the L/C Issuer in respect not release, diminish or otherwise affect Borrower’s obligations under this Section 3.04 or any other provision of such L/C Disbursement by paying to the this Agreement. The Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall will promptly pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given Issuing Bank any such amounts received by the L/C Issuer or the Administrative Agent pursuant to it under this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice3.04.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Principal Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Principal Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Principal Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Principal Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Daily SOFR Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Daily SOFR Rate Loans. If the any Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the such Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, any Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Borrowing of any Non-Reimbursement Notice, each Lender shall pay Daily SOFR Rate Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Daily SOFR Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving CommitmentsCredit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of CreditCustomer Corrects defective Seller Parts, the Borrower Seller shall reimburse Customer, in accordance with Article 4.2, for the L/C Issuer in respect of such L/C Disbursement by paying to resulting Direct Labor Hours at the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C DisbursementAverage Direct Hourly Labor Rate, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower mayas well as costs for Direct Materials, subject to the conditions to borrowing set forth herein, request following: 7.3.1 The warranty claim for the Corrected defect shall have been submitted in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment Article 5 hereof and approved by Seller under Article 6.3 hereof; 7.3.2 The reimbursement shall be discharged of Customer’s reasonable costs of Direct Materials and replaced by the resulting Borrowing of Base Direct Labor Hours (excluding time expended for overhaul) at Average Direct Hourly Labor Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Correct defective Seller Parts, subject to the amount limit provided in Article 4.3 hereof; 7.3.3 If an estimate of Direct Labor Hours to perform a certain Correction is stated in a Service Bulletin, the Direct Labor Hours for such Correction shall be deemed to be equal to the estimated Direct Labor Hours stated in the Service Bulletin; and 7.3.4 Promptly after the completion of the unutilized portion Correction, Customer shall submit a claim for reimbursement, which shall include: (i) Identity of claimant; (ii) Identity of the Aggregate Revolving Commitments. Any notice given by relevant approved warranty claim; (iii) Date of the L/C Issuer or completion of the Administrative Agent pursuant Correction; (iv) An itemized account of Direct Labor Hours expended in performing the Correction and Direct Materials consumed for the Correction; (v) Reasonably sufficient information to this Section 2.03(f) substantiate Direct Labor Hours expended and Direct Materials consumed, including, but not limited to, invoices for materials as may be given requested by telephone if immediately confirmed in writingSeller; provided that and (vi) Additional information as may be reasonably requested by Seller based on the lack nature of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticedefect and other relevant circumstances.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. a.m., or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided provided, that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth hereinherein (other than the minimums and multiples required for Base Rate Loans pursuant to Section 2.02), request in accordance with Section 2.02 that such payment be financed with a Revolving Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Revolving Lender’s Applicable Revolving Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Revolving Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving CommitmentsFacility. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately promptly confirmed in writing; provided that provided, that, the lack of such an immediate a prompt confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If All sums reasonably expended by Buyer in connection with the L/C Issuer exercise of any right or remedy provided for herein shall make be and remain Seller’s obligation. Seller agrees to pay, with interest at the Default Rate, to the extent that an Event of Default has occurred, the reasonable out-of-pocket expenses and reasonable attorneys’ fees incurred by Buyer and/or Custodian in connection with the preparation, enforcement (including any L/C Disbursement waivers), administration and amendments of the Program Documents, the taking of any action, including a Guarantor action, required or permitted to be taken by Buyer (without duplication to Buyer) and/or Custodian pursuant thereto, any “due diligence” or loan agent reviews conducted by Buyer or on its behalf or by refinancing or restructuring in respect the nature of a Letter of Credit“workout.” If Buyer determines that, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying due to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on introduction of, any change in, or the compliance by Buyer with (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. any eurocurrency reserve requirement or (ii) the Business Day immediately following interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the day that force of law), there shall be an increase in the Borrower receives cost to Buyer in engaging in the present or any future Transactions, then Seller agrees to pay to Buyer, from time to time, upon demand by Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by Buyer to compensate Buyer for such noticeincreased costs. Notwithstanding any other provisions in this Agreement, if in the event of any such notice is not received change in the eurocurrency reserve requirement or the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority, Seller will have the right to terminate all Transactions then outstanding as of a date selected by Seller (without the payment by Seller of any prepayment penalty or breakage costs), which date shall be prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C DisbursementRepurchase Date and which date shall thereafter for all purposes hereof, be deemed to be the payment then due from the Borrower Repurchase Date. In addition, Buyer shall promptly notify Seller if any events in respect thereof clause (the “Unreimbursed Amount”i) and such Lender’s Applicable Percentage thereof or (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt ii) of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice24 occur.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the The Borrower shall hereby agrees to reimburse the L/C Issuer in respect of such L/C Disbursement applicable Issuing Bank by paying making payment to the Administrative Agent an Agent, for the account of such Issuing Bank, in immediately available funds, for any payment made by such Issuing Bank under any Letter of Credit issued by it (each such amount equal to such L/C Disbursement not later than 12:00 noon so paid until reimbursed, together with interest thereon payable as provided hereinbelow, a “Reimbursement Obligation”) immediately upon, and in any event on (i) the same Business Day that as, the Borrower receives notice making of such L/C Disbursementpayment by such Issuing Bank (the “Honor Date”), if provided that any such notice is received prior to 10:00 a.m. or Reimbursement Obligation shall be deemed timely satisfied (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, but nevertheless subject to the conditions payment of interest thereon as provided herein below) if satisfied pursuant to a borrowing of Revolving Loans made on the date of such payment by the Issuing Bank, as set forth hereinmore completely in Section 3.5), request in accordance together with Section 2.02 that interest on the amount so paid by such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount andIssuing Bank, to the extent so financednot reimbursed prior to 2:00 p.m. on the Honor Date, for the period from the Honor Date to the date the Reimbursement Obligation created thereby is satisfied, at the Alternate Base Rate plus the Applicable Margin plus 2% per annum as in effect from time to time during such period, such interest also to be payable on demand. Each Issuing Bank will provide the Administrative Agent and the Borrower with prompt notice of any payment or disbursement made or to be made under any Letter of Credit issued by it, although the failure to give, or any delay in giving, any such notice shall not release, diminish or otherwise affect the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing obligations under this Section 3.4 or any other provision of Base Rate Loansthis Agreement. If the Borrower fails to make such payment when due, the The Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall will promptly pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given applicable Issuing Bank any such amounts received by the L/C Issuer or the Administrative Agent pursuant to it under this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice3.4.

Reimbursement. If the any L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon 11:00 a.m. on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. 9:00 a.m., or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided provided, that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth hereinherein (other than the minimums and multiples required for Base Rate Loans pursuant to Section 2.02), request in accordance with Section 2.02 that such payment be financed with a Revolving Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Revolving Lender’s Applicable Revolving Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Revolving Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving CommitmentsFacility. Any notice given by the an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately promptly confirmed in writing; provided that provided, that, the lack of such an immediate a prompt confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower Borrowers shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives Borrowers receive notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives Borrowers receive such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swing Line Loan in an equivalent amount and, to the extent so financed, the Borrower’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swing Line Loan. If the Borrower fails Borrowers fail to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower Borrowers in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower Company shall reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower Company receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower Company receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Revolving Committed Loans or Revolving Swing Line Loan in an equivalent amount and, to the extent so financed, the BorrowerCompany’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansRevolving Committed Loans or Revolving Swing Line Loan. If the Borrower Company fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrower Company in respect thereof (the “Unreimbursed Amount”) and such Revolving Lender’s Applicable Revolving Committed Percentage thereof (each thereof. In such noticeevent, the Company shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Revolving Committed Borrowing of any Non-Reimbursement Notice, each Lender shall pay Base Rate Revolving Committed Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Base Rate Revolving Committed Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving CommitmentsCommitments and the conditions set forth in Section 4.02 (other than the delivery of a Revolving Committed Loan Notice). Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the any L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower ▇▇▇▇▇ shall reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon 1:00 p/m/ on (i) the Business Day that the Borrower ▇▇▇▇▇ receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. 11:00 a.m., or (ii) the Business Day immediately following the day that the Borrower ▇▇▇▇▇ receives such notice, if such notice is not received prior to such time; provided provided, that, if such L/C Disbursement is not less than $1,000,000, the Borrower ▇▇▇▇▇ may, subject to the conditions to borrowing set forth hereinherein (without regard to the notice requirement, minimum principal amount and multiples specified in Section 2.02), request in accordance with Section 2.02 that such payment be financed with a Domestic Revolving Borrowing of Domestic Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s ▇▇▇▇▇’▇ obligation to make such payment shall be discharged deemed to have been satisfied and replaced by the resulting Domestic Revolving Borrowing of Domestic Base Rate Loans. If the Borrower ▇▇▇▇▇ fails to make such payment when due, the Administrative Agent shall notify each Domestic Lender of the applicable L/C Disbursement, the payment then due from the Borrower Ryder in respect thereof (the “Unreimbursed Amount”) and such Domestic Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Domestic Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Domestic Commitments. Any notice given by the applicable L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately promptly confirmed in writing; provided that provided, that, the lack of such an immediate a prompt confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer an Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse the L/C Issuer such Issuing Bank in respect of such L/C Disbursement in the currency in which such L/C Disbursement was made (or, if requested by such Issuing Bank, in the Dollar Equivalent of the amount of such L/C Disbursement) by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the such Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the such Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000500,000, the such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate ABR Loans in an equivalent the Dollar Equivalent of the amount of such L/C Disbursement and, to the extent so financed, the such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate ABR Loans. If the applicable Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Facility Lender of the Dollar Equivalent of the applicable L/C Disbursement, the payment then due from the such Borrower in respect thereof (the “Unreimbursed Amount”) and such Revolving Facility Lender’s Applicable Revolving Facility Percentage thereof (each thereof. In such noticeevent, the applicable Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Borrowing of any Non-Reimbursement Notice, each Lender shall pay ABR Loans to be disbursed on the date of payment by the applicable Issuing Bank under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Dollar Equivalent of the Unreimbursed Amount pursuant Amount, without regard to the minimum and multiples specified in Section 2.03(e)(ii)2.02 for the principal amount of ABR Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving CommitmentsFacility Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Borrowing Request). Any notice given by the L/C Issuer any Issuing Bank or the Administrative Agent pursuant to this Section 2.03(f2.05(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to the Dollar Equivalent of such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if the Dollar Equivalent of such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage of the Dollar Equivalent thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the such Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the such Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swing Line Loan in an equivalent the amount of such L/C Disbursement and, to the extent so financed, the such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swing Line Loan. If the applicable Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender of the amount of the applicable L/C Disbursement, the payment then due from the such Borrower in respect thereof (the “Unreimbursed Amount”) and such Revolving Credit Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, the applicable Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Revolving Credit Borrowing of any Non-Reimbursement Notice, each Lender shall pay Base Rate Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage amount of the Unreimbursed Amount pursuant Amount, without regard to the minimum and multiples specified in Section 2.03(e)(ii)2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate aggregate Revolving CommitmentsCredit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If (a) In the L/C Issuer shall make any L/C Disbursement event that the transactions contemplated by this Agreement are consummated, the Company agrees to pay at the Closing and hold the Investors harmless against liability for the payment of (i) all reasonable legal fees and expenses owed by the Investors to their counsel, incurred in connection with this Agreement, (ii) stamp and other transfer Taxes which may be payable in respect of a Letter (A) the execution and delivery of Creditthis Agreement or (B) the issuance of the Series B Stock and the Common Stock issuable upon the conversion of the Series B Stock, (iii) all other reasonable costs and expenses (including, without limitation, accounting expenses and consultants' fees) incurred by the Investors in connection with this Agreement (clauses (i), (ii) and (iii) of this subsection (a) are referred to collectively as, the Borrower shall reimburse "Fees and Expenses"), and (iv) all reasonable fees and expenses owed by the L/C Issuer Investors to Monitor Company incurred in respect connection with this Agreement (the "Monitor Expenses"). (b) In the event that the transactions contemplated by the CK Purchase Agreement or a similar transaction in which the Company acquires voting control of such L/C Disbursement the CK Companies or substantially all of their assets are consummated within one year from the date of termination of this Agreement and the transactions contemplated by paying this Agreement are not consummated (other than by reason of a material breach hereunder by the Investors), the Company agrees to pay on demand the Maximum Amount. (c) In the event that none of the Contemplated Transactions are consummated and the Company has been, or will be, reimbursed by CKI or any of its Affiliates for all of the Company's Expenses relating to the Administrative Agent CK Acquisition, the Company agrees to pay on demand the Maximum Amount. (d) In the event that none of the Contemplated Transactions are consummated and the Company has been, and will only be, partially reimbursed by CKI or any of its Affiliates for the Company's Expenses relating to the CK Acquisition (the "Partial Reimbursement"), the Company agrees to pay on demand the Minimum Amount. In addition to the foregoing, if the aggregate amount of the Partial Reimbursement exceeds the Minimum Amount (the "Excess Amount"), the Company shall pay to the Investors an amount equal to such L/C Disbursement the Percentage of the Excess Amount; provided, however, that in no event shall the Company pay to the Investors an amount in excess of the Maximum Amount or less than the Minimum Amount. (e) In the event that none of the Contemplated Transactions are consummated and Company has not later than 12:00 noon been, and will not be, reimbursed by CKI or any of its Affiliates for any of the Company's Expenses, the Company agrees to pay on demand the Minimum Amount. (f) Notwithstanding anything to the contrary contained herein, the Company agrees to reimburse the Initial Purchaser and Investors on demand for the Initial Purchaser's and the Investors' reasonable out-of-pocket fees and expenses incurred in connection with any amendment to, or waiver of, this Agreement and the other Transaction Documents. (g) The Company shall pay and hold the Initial Purchaser harmless against liability for the payment of (i) all reasonable legal fees and expenses owed by the Business Day that the Borrower receives notice of such L/C DisbursementInitial Purchaser to its counsel, if such notice is received prior to 10:00 a.m. or incurred in connection with this Agreement, (ii) stamp and other transfer Taxes which may be payable in respect of (A) the Business Day immediately following execution and delivery of this Agreement, (B) the day that issuance of the Borrower receives such noticeSeries B Stock and the Common Stock issuable upon the conversion of the Series B Stock, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, or (C) the Borrower may, subject transfer of the Series B Stock to the conditions to borrowing set forth hereinInvestors, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount andand (iii) all other reasonable costs and expenses (including, to the extent so financedwithout limitation, the Borrower’s obligation to make such payment shall be discharged accounting expenses and replaced consultants' fees) incurred by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower Initial Purchaser in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to connection with this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticeAgreement.

Reimbursement. If The parties agree that BWHI will reimburse FHI for all amounts charged by FHB to FHI reasonably in accordance with past practices pursuant to, and in accordance with the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Creditterms of, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying FHB-FHI MSA to the Administrative Agent an amount equal extent such charges relate to such L/C Disbursement not later than 12:00 noon on Services related to: (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or CCAR; (ii) the Business Day immediately following the day IHC Reporting and BWC Holdings Reporting; or (iii) Other BNPP Services (all such expenses, “Reimbursable Expenses”). FHI shall charge BWHI monthly in arrears for Reimbursable Expenses. FHI shall provide sufficient detail to BWHI for all monthly charges to permit BWHI to verify that the Borrower receives charges cover Reimbursable Expenses. BWHI shall pay FHI any undisputed portion of a ▇▇▇▇ no later than ten (10) business days after receiving such notice▇▇▇▇. Within ten (10) business days of receiving a ▇▇▇▇ for Reimbursable Expenses, BWHI may object to any item that it reasonably and in good faith determines not to be a Reimbursable Expense. If such objection is made, the parties will cooperate in good faith to address any such objection and resolve any related dispute and, if they are not able to resolve any such notice is not received prior to dispute between themselves, will resolve such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request dispute in accordance with the provisions of Section 2.02 that 6 (Dispute Resolution) of the Master Reorganization Agreement, dated April 1, 2016, among FHI, BWHI and BNPP. No payment owed by BWHI to FHI shall be deemed to be late or in default if such payment be financed with a Borrowing of Base Rate Loans is in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent dispute pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing2(b); provided that the lack any payments owed by BWHI to FHI related to a disputed portion of a ▇▇▇▇ shall be paid within ten (10) business days of such an immediate confirmation dispute being resolved. FHI shall not affect maintain sufficient records, in reasonable detail, of the conclusiveness or binding effect amounts charged by FHB to FHI under the FHB-FHI MSA that constitute Reimbursable Expenses. Upon request, FHI shall provide copies of such noticerecords to BWHI.

Reimbursement. If All sums reasonably expended by Buyer in connection with the L/C Issuer exercise of any right or remedy provided for herein shall make be and remain Seller’s obligation. Seller agrees to pay, with interest at the Default Rate, to the extent that an Event of Default has occurred, the reasonable out-of-pocket expenses and reasonable attorneys’ fees incurred by Buyer and/or Custodian in connection with the preparation, enforcement (including any L/C Disbursement waivers), administration and amendments of the Program Documents (regardless of whether a Transaction is entered into hereunder), the taking of any action, including a Guarantor action, required or permitted to be taken by Buyer (without duplication to Buyer) and/or Custodian pursuant thereto, any “due diligence” or loan agent reviews conducted by Buyer or on its behalf or by refinancing or restructuring in respect the nature of a Letter of Credit“workout.” If Buyer determines that, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying due to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on introduction of, any change in, or the compliance by Buyer with (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. any eurocurrency reserve requirement or (ii) the Business Day immediately following interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the day that force of law), there shall be an increase in the Borrower receives cost to Buyer in engaging in the present or any future Transactions, then Seller agrees to pay to Buyer, from time to time, upon demand by Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by Buyer to compensate Buyer for such noticeincreased costs. Notwithstanding any other provisions in this Agreement, if in the event of any such notice is not received change in the eurocurrency reserve requirement or the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority, Seller will have the right to terminate all Transactions then outstanding as of a date selected by Seller (without the payment by Seller of any prepayment penalty or Breakage Costs), which date shall be prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C DisbursementRepurchase Date and which date shall thereafter for all purposes hereof, be deemed to be the payment then due from the Borrower Repurchase Date. In addition, Buyer shall promptly notify Seller if any events in respect thereof clause (the “Unreimbursed Amount”i) and such Lender’s Applicable Percentage thereof or (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt ii) of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice24 occur.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement in the currency in which such L/C Disbursement was made (or, if requested by such L/C Issuer, in the Dollar Equivalent of the amount of such L/C Disbursement) by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the such Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the such Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent the Dollar Equivalent of the amount of such L/C Disbursement and, to the extent so financed, the such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. Loans If the applicable Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the Dollar Equivalent of the applicable L/C Disbursement, the payment then due from the such Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticethereof.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursementdisbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Revolving A Loans that are Base Rate Loans or Swing Line Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Revolving A Loans that are Base Rate LoansLoans or Swing Line Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving A Lender of the applicable L/C Disbursementdisbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Revolving A Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Revolving A Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving A Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon 9:00 a.m. on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 8:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000500,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, the Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Borrowing of any Non-Reimbursement Notice, each Lender shall pay Base Rate Loans to be disbursed on the date of payment by the L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving CommitmentsCommitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement Advance in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement Advance by paying to the Administrative Agent an amount equal to such L/C Disbursement Advance not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C DisbursementAdvance, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement Advance is not less than $1,000,000500,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C DisbursementAdvance, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Borrowing of any Non-Reimbursement Notice, each Lender shall pay Base Rate Loans to be disbursed on the date of payment by the L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitmentsaggregate Commitments and the conditions set forth in Section 7.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. (i) If the L/C Issuer any Issuing Bank shall make any L/C LC Disbursement in respect of a Letter of Credit, the Borrower applicable Obligor shall reimburse the L/C Issuer in respect of such L/C LC Disbursement by paying to the Administrative Agent an amount equal to such L/C LC Disbursement not later than 12:00 noon noon, New York City time, on (i) the Business Day that the Borrower Obligor receives notice of such L/C LC Disbursement, if such notice is received prior to 10:00 a.m. a.m., New York City time or (ii) the Business Day immediately following the day that the Borrower such Obligor receives such notice, if such notice is not received prior to such timetime (the date so applicable, the “Honor Date”); provided that, if such L/C Obligor fails to so reimburse such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when dueHonor Date, the Administrative Agent shall promptly notify each Lender of the applicable L/C DisbursementHonor Date, the payment then due from amount of the Borrower in respect thereof unreimbursed LC Disbursement (the “Unreimbursed Amount”) and the amount of such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender such Obligor shall pay be deemed to have requested an ABR Borrowing to be disbursed on the Honor Date in an amount equal to the Administrative Agent its Applicable Percentage of Unreimbursed Amount, without regard for the Unreimbursed Amount pursuant to minimum and multiples specified in Section 2.03(e)(ii), 2.02(c) but subject to the amount of the unutilized portion Commitments and the conditions set forth in Section 4.02 (other than the delivery of the Aggregate Revolving Commitmentsa Borrowing Request). Any notice given by the L/C Issuer or the Administrative Agent pursuant to the proviso of this Section 2.03(f2.06(e)(i) may be given by telephone if immediately confirmed in writing; provided that writing (but the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice). (ii) Promptly following receipt of the notice set forth in the proviso of Section 2.06(e)(i) (and in any event, (i) if the notice is received prior to 11:00 a.m., not later than 2:00 p.m. on the Business Day such notice is received or (ii) if the notice is received after 11:00 a.m., on the immediately following Business Day), each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount, in Dollars, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders, whereupon, subject to the provisions of section 2.06(e)(iii), each Lender that so makes funds available shall be deemed to have made an ABR Revolving Loan under the Commitments to such Obligor in such amount. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by an ABR Loan because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, then, promptly following receipt of the notice set forth in the proviso of Section 2.06(e)(i), each Lender shall pay to the Administrative Agent, for the account of the respective Issuing Bank, its Applicable Percentage of the Unreimbursed Amount, in Dollars, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the applicable Obligor pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the applicable Issuing Bank, then to such Lenders and the applicable Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the applicable Issuing Bank for any LC Disbursement shall not constitute a Loan and shall not relieve any Obligor of its obligation to reimburse such LC Disbursement.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swing Line Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swing Line Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving aggregate Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Revolving Loans or Swing Line Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansRevolving Loans or Swing Line Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, the Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Borrowing of any Non-Reimbursement Notice, each Lender shall pay Base Rate Revolving Loans to be disbursed on the date of payment by the L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving CommitmentsCommitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer Applicable Issuing Bank shall make any L/C Disbursement in respect of a such Letter of Credit, the Borrower Borrowers shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day date that such L/C Disbursement is made, if the Borrower receives Borrowers have received notice of such L/C DisbursementDisbursement prior to 12:00 p.m. (Eastern Standard Time) on such date, or, if such notice is has not been received by the Borrowers prior to 10:00 a.m. or such time on such date, then not later than noon (ii) Eastern Standard Time), on the Business Day immediately following the day that the Borrower Company receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, that the Borrower Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 2.03 or 2.22 that such payment be financed with a an ABR Borrowing of Base Rate Loans or Swing Line Loan in an equivalent amount and, to the extent so financed, the Borrower’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing of Base Rate Loansor Swing Line Loan. If the Borrower fails Borrowers fail to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower Borrowers in respect thereof (the “Unreimbursed Amount”) and such Lender▇▇▇▇▇▇’s Applicable Revolving Facility Percentage thereof (each thereof. Promptly following receipt of such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Revolving Facility Percentage of the Unreimbursed Amount payment then due from the Borrowers, in the same manner as provided in Sections 2.02(4) and 2.02(5) with respect to Loans made by such Lender (and Sections 2.02(4) and 2.02(5) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to Section 2.03(e)(ii)this paragraph, subject the Administrative Agent shall distribute such payment to the amount of applicable Issuing Bank or, to the unutilized portion of extent that Lenders have made payments pursuant to this paragraph to reimburse the Aggregate Revolving Commitmentsapplicable Issuing Bank, then to such Lenders and the Applicable Issuing Bank as their interests may appear. Any notice given payment made by a Lender pursuant to this paragraph to reimburse the applicable Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swing Line Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of Borrowers’ obligation to reimburse such L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticeDisbursement.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon 11:00 a.m. on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 9:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000500,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Daily SOFR Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Daily SOFR Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Revolving Lender’s Applicable Revolving Committed Percentage thereof (each thereof. In such noticeevent, the Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Borrowing of any Non-Reimbursement Notice, each Lender shall pay Daily SOFR Rate Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Daily SOFR Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving CommitmentsCommitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If Whenever any Lender shall sustain or incur (other ------------- than through a default by that Lender) any losses (inclusive of any such losses attributable to change(s) in the L/C Issuer shall make LIBOR Rate during the applicable period(s), but exclusive of any L/C Disbursement losses of any other anticipated profits on the part of such Lender) or reasonable out- of-pocket expenses actually incurred in respect of a Letter of Credit, connection with (a) failure by the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives borrow any LIBOR Advance after having given notice of such L/C Disbursement, if such notice is received prior its intention to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request borrow in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced 2.2 hereof (whether by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender reason of the applicable L/C Disbursement, ----------- Borrower's election not to proceed or the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Nonnon-Reimbursement Notice”). Promptly upon receipt fulfillment of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount conditions set forth in Article 3 hereof) or (b) any prepayment for any reason of any LIBOR Advance in whole or in part (including a prepayment pursuant to Section 2.03(e)(ii9.3(b) hereof) on other than the last day of an Interest Period -------------- applicable to such LIBOR Advance, the Borrower agrees to pay to any such Lender, within 30 days after demand by such Lender, an amount sufficient to compensate such Lender for all such losses (inclusive of any such losses attributable to change(s) in the LIBOR Rate during the applicable period(s), but exclusive of any losses of any other anticipated profits on the part of such Lender) and out- of-pocket expenses, subject to Section 11.9 hereof. Such losses shall include, ------------ without limiting the generality of the foregoing, reasonable expenses incurred by such Lender in connection with the re-employment of funds prepaid, repaid, converted or not borrowed, converted or paid, as the case may be. A certificate as to any amounts payable to any Lender under this Section 2.9 submitted to the ----------- Borrower by such Lender shall certify that such amounts were actually incurred by such Lender and shall show in reasonable detail an accounting of the amount payable and the calculations used to determine in good faith such amount and shall be conclusive absent manifest or demonstrable error. Nothing in this Section 2.9 shall provide the Borrower or any Subsidiary of the unutilized portion Borrower the ----------- right to inspect the records, files or books of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticeany Lender.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000Borrowing Minimum, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 2.03 or Section 2.04 that such payment be financed with a Borrowing of Base Rate ABR Loans or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansABR Loans or Swingline Loan. In the case of a Letter of Credit denominated in an L/C Alternative Currency, the Borrower shall reimburse the L/C Issuer in Dollars, unless the L/C Issuer shall have specified in such notice that it will accept reimbursement in the L/C Alternative Currency in which such Letter of Credit was so denominated. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an L/C Alternative Currency, the L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Facility Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed AmountL/C Disbursement”) and such Lender’s Applicable Revolving Facility Percentage thereof (each thereof. In such noticeevent, the Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Borrowing of any Non-Reimbursement Notice, each Lender shall pay ABR Revolving Loans to be disbursed on the date of payment by the L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed L/C Disbursement, without regard to the Borrowing Minimum or Borrowing Multiple for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)ABR Revolving Loans, but subject to the amount of the unutilized portion of the Aggregate aggregate Revolving CommitmentsFacility Commitments and the conditions set forth in Section 4.01 (other than the delivery of a Borrowing Request). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f2.05(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer Issuing Bank and/or Revolving Agent in respect of such L/C Disbursement as directed by the Issuing Bank and Revolving Agent in a joint written instruction, by paying to the Administrative Agent Issuing Bank and/or Revolving Agent, as so directed, an amount equal to such L/C Disbursement not later than 12:00 noon 1:30 p.m., Eastern Time, on (iA) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. a.m., Eastern Time, or (iiB) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth hereinin this Agreement, request in accordance with Section 2.02 the applicable provisions of this Agreement that such payment be financed with a Borrowing of Base Rate Revolving Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment in connection with an L/C Disbursement shall be discharged and replaced by the resulting Borrowing. Each such request for a Borrowing of Base Rate LoansRevolving Loans shall be subject to all applicable terms and conditions of Section 2.04. If the With respect to any amount advanced by Revolving Agent and/or any Revolving Lenders and required to be reimbursed by Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay pursuant to the Administrative Agent its Applicable Percentage foregoing provisions of the Unreimbursed Amount pursuant to Section 2.03(e)(iithis paragraph (g), subject Borrower agrees that Revolving Agent may charge any such amount to the amount of Revolving Loan Account on the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of dates such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticereimbursement is made.

Reimbursement. If Matria hereby agrees to reimburse the L/C Issuer Issuing Lender by making payment to the Administrative Agent, for the account of the Issuing Lender, in immediately available funds, for any payment made by the Issuing Lender under any Letter of Credit (each such amount so paid until reimbursed, together with interest thereon payable as provided hereinbelow, a "Reimbursement Obligation") immediately after, and in any event within one (1) Business Day after its receipt of notice of, such payment (provided that any such Reimbursement Obligation shall make be deemed timely satisfied (but nevertheless subject to the payment of interest thereon as provided hereinbelow) if satisfied pursuant to a Borrowing of Revolving Loans (which shall be Dollar Revolving Loans) made on or prior to the next Business Day following the date of Matria's receipt of notice of such payment), together with interest on the amount so paid by the Issuing Lender, to the extent not reimbursed prior to 12:00 noon, Charlotte time, on the date of such payment or disbursement, for the period from the date of the respective payment to the date the Reimbursement Obligation created thereby is satisfied, at the Adjusted Base Rate as in effect from time to time during such period, such interest also to be payable on demand. The Issuing Lender will provide the Administrative Agent and Matria with prompt notice of any L/C Disbursement in respect of a payment or disbursement made under any Letter of Credit, although the Borrower failure to give, or any delay in giving, any such notice shall reimburse the L/C Issuer in respect not release, diminish or otherwise affect Matria's obligations under this Section or any other provision of such L/C Disbursement by paying to the this Agreement. The Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall will promptly pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given Issuing Lender any such amounts received by the L/C Issuer or the Administrative Agent pursuant to it under this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticeSection.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Borrowing of any Non-Reimbursement Notice, each Lender shall pay Base Rate Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving CommitmentsCommitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Notwithstanding the foregoing, any L/C Disbursement in respect of a Letter of Credit made by L/C Issuer after the Maturity Date shall be due and payable by Borrower on demand.

Reimbursement. If In the L/C Issuer shall make event of any L/C Disbursement in respect of a drawing under any Letter of Credit, the Borrower shall reimburse the applicable L/C Issuer in respect of such L/C Disbursement by paying to will promptly notify the Administrative Borrower and the Agent an amount equal to such L/C Disbursement thereof not later than 12:00 noon (Charlotte, North Carolina time) on (i) the Business Day that the Borrower receives notice date of any payment by such L/C Disbursement, if Issuer under a Letter of Credit (each such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in date an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans“Honor Date”). If the Borrower fails to make so reimburse the applicable L/C Issuer by 1:00 p.m. (Charlotte, North Carolina time) on such payment when duedate, such L/C Issuer shall notify the Administrative Agent and the Agent shall promptly notify each Lender of the applicable L/C DisbursementHonor Date, the payment then due from amount of the Borrower in respect thereof unreimbursed drawing (the “Unreimbursed Amount”) and the amount of such Lender’s Applicable Lenders’ Commitment Percentage thereof (each thereof. In such noticeevent, the Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay Base Rate Loan to be disbursed on the Honor Date in a amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to minimum and multiples specified in Section 2.5 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 5.2. If the Borrower shall fail to reimburse the applicable L/C Issuer as provided hereinabove because the conditions to the Borrower’s obtaining a Revolving CommitmentsLoan have not been satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Advance in the amount of the Unreimbursed Amount of such drawing, which L/C Advance shall bear interest at a per annum rate equal to the Adjusted Base Rate plus the Applicable Percentage plus two percent (2%). Any The Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances (except as expressly set forth below) irrespective of any rights of set-off, counterclaim or defense to payment the applicable account party or the Borrower may claim or have against the applicable L/C Issuer, the Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including without limitation, any defense based on any failure of the applicable account party or the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The applicable L/C Issuer, through the Agent, will promptly notify the Lenders of the amount of any unreimbursed drawing and any notice given by the such L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f2.9(g) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Upon such notice, each Lender shall promptly pay to the Agent for the account of the applicable L/C Issuer, in immediately available funds, the amount of such Lender’s Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the Agent if such notice is received at or before 3:00 p.m. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 1:00 p.m. (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Agent in full upon such request, such Lender shall, on demand, pay to the Agent interest on the unpaid amount during the period from the date the Lender received the notice regarding the unreimbursed drawing until the Lender pays such amount to the Agent in full at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the applicable L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lenders’ Revolving Loan included in the relevant Extension of Credit. A certificate of the applicable L/C Issuer submitted to any Lender (through the Agent) with respect to any amounts owing under this Section 2.9(g) shall be conclusive absent demonstrable error. Each Lender’s obligation to make such payment to the Agent for the account of the applicable L/C Issuer, and the right of such L/C Issuer to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Revolving Loan Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to an L/C Issuer, such Lender shall, automatically and without any further action on the part of such L/C Issuer or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Agent) in the related unreimbursed drawing portion of the Letter of Credit Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. If All sums reasonably expended by Buyer in connection with the L/C Issuer exercise of any right or remedy provided for herein shall make be and remain Sellers’ obligation. Sellers agree to pay, with interest at the Default Rate, to the extent that an Event of Default has occurred, the reasonable out-of-pocket expenses and reasonable attorneys’ fees incurred by Buyer and/or Custodian in connection with the preparation, enforcement (including any L/C Disbursement waivers), administration and amendments of the Program Documents (regardless of whether a Transaction is entered into hereunder), the taking of any action, including a Guarantor action, required or permitted to be taken by Buyer (without duplication to Buyer) and/or Custodian pursuant thereto, any “due diligence” or loan agent reviews conducted by Buyer or on its behalf or by refinancing or restructuring in respect the nature of a Letter of Credit“workout.” If Buyer determines that, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying due to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on introduction of, any change in, or the compliance by Buyer with (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. any eurocurrency reserve requirement or (ii) the Business Day immediately following interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the day that force of law), there shall be an increase in the Borrower receives cost to Buyer in engaging in the present or any future Transactions, then Sellers agree to pay to Buyer, from time to time, upon demand by Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by Buyer to compensate Buyer for such noticeincreased costs. Notwithstanding any other provisions in this Agreement, if in the event of any such notice is not received change in the eurocurrency reserve requirement or the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority, Sellers will have the right to terminate all Transactions then outstanding as of a date selected by Sellers (without the payment by Sellers of any prepayment penalty or Breakage Costs), which date shall be prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C DisbursementRepurchase Date and which date shall thereafter for all purposes hereof, be deemed to be the payment then due from the Borrower Repurchase Date. In addition, Buyer shall promptly notify Sellers if any events in respect thereof clause (the “Unreimbursed Amount”i) and such Lender’s Applicable Percentage thereof or (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt ii) of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice24 occur.

Reimbursement. If Whenever any Lender shall sustain or incur ------------- (other than through a default by that Lender) any losses (inclusive of any such losses attributable to change(s) in the L/C Issuer shall make LIBOR Rate during the applicable period(s), but exclusive of any L/C Disbursement losses of any other anticipated profits on the part of such Lender) or reasonable out-of-pocket expenses actually incurred in respect of a Letter of Credit, connection with (a) failure by the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives borrow any LIBOR Advance after having given notice of such L/C Disbursement, if such notice is received prior its intention to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request borrow in accordance with Section 2.02 that such payment be financed with a Borrowing 2.2 ----------- hereof (whether by reason of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation 's election not to make such payment shall be discharged and replaced by proceed or the resulting Borrowing non- fulfillment of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender any of the applicable L/C Disbursement, the payment then due from the Borrower conditions set forth in respect thereof Article 3 hereof) or (the “Unreimbursed Amount”b) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt any prepayment for any reason of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount LIBOR Advance in whole or in part (including a prepayment pursuant to Section 2.03(e)(ii9.3(b) hereof) on other than the last day of an -------------- Interest Period applicable to such LIBOR Advance, the Borrower agrees to pay to any such Lender, within 30 days after demand by such Lender, an amount sufficient to compensate such Lender for all such losses (inclusive of any such losses attributable to change(s) in the LIBOR Rate during the applicable period(s), but exclusive of any losses of any other anticipated profits on the part of such Lender) and out-of-pocket expenses, subject to Section 11.9 hereof. ------------ Such losses shall include, without limiting the generality of the foregoing, reasonable expenses incurred by such Lender in connection with the re-employment of funds prepaid, repaid, converted or not borrowed, converted or paid, as the case may be. A certificate as to any amounts payable to any Lender under this Section 2.9 submitted to the Borrower by such Lender shall certify that such ----------- amounts were actually incurred by such Lender and shall show in reasonable detail an accounting of the amount payable and the calculations used to determine in good faith such amount and shall be conclusive absent manifest or demonstrable error. Nothing in this Section 2.9 shall provide the Borrower or ----------- any Subsidiary of the unutilized portion Borrower the right to inspect the records, files or books of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticeany Lender.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swing Line Loan in an equivalent amount (in the case of an L/C Disbursement in an Available Currency, in an amount equal to the Dollar Equivalent thereof) and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swing Line Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, the Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Revolving Credit Borrowing of any Non-Reimbursement Notice, each Lender shall pay Base Rate Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate aggregate Revolving CommitmentsCredit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement in the currency in which such L/C Disbursement was made (or, if requested by such L/C Issuer, in the Dollar Equivalent of the amount of such L/C Disbursement) by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swing Line Loan in an equivalent the Dollar Equivalent of the amount of such L/C Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swing Line Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the Dollar Equivalent of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, the Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Committed Borrowing of any Non-Reimbursement Notice, each Lender shall pay Base Rate Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Dollar Equivalent of the Unreimbursed Amount pursuant Amount, without regard to the minimum and multiples specified in Section 2.03(e)(ii)2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving CommitmentsCommitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f2.04(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, the Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Revolving Credit Borrowing of any Non-Reimbursement Notice, each Lender shall pay Base Rate Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving CommitmentsCredit Facility and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement in the currency in which such L/C Disbursement was made (or, if requested by such L/C Issuer, in the Dollar Equivalent of the amount of such L/C Disbursement) by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent the Dollar Equivalent of the amount of such L/C Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the Dollar Equivalent of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, the Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Committed Borrowing of any Non-Reimbursement Notice, each Lender shall pay Base Rate Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Dollar Equivalent of the Unreimbursed Amount pursuant Amount, without regard to the minimum and multiples specified in Section 2.03(e)(ii)2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving CommitmentsCommitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swing Line Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swing Line Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate aggregate Revolving Credit Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon 1:00 p.m. on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of a Base Rate Loans Loan or a Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. ▇▇▇▇▇▇ agrees to reimburse Lessee the tenant improvement allowance upon receipt of appropriate and relevant back-up documentation. The Lessor shall have thirty (30) calendar days after receipt to review the reimbursement request. The Lessor may object to all or any portion of the reimbursement request if it reasonably determines that any amount for which reimbursement is sought does not constitute an eligible Improvement(s) or is not supported by appropriate back-up documentation. If the L/C Issuer Lessor has no such objection, the Lessor shall make approve the reimbursement request and shall, within thirty (30) days of approval, issue payment for the total amount of the reimbursement request approved. If the Lessor objects to a reimbursement request, or any L/C Disbursement in respect portion thereof, the Lessor shall notify Lessee of its objection within thirty (30) calendar days after receipt, and shall specify the nature of its objection and whether it is objecting to the payment of all or only a part of the amount sought to be paid pursuant to the reimbursement request. If the Lessor objects to only a portion of a Letter of Creditreimbursement request, then the Borrower Lessor shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) within thirty (30) days after the Business Day that Lessor approves such request, issue payment on the Borrower receives notice of such L/C Disbursementundisputed portion, if such notice is received prior to 10:00 a.m. or and (ii) withhold any disputed amount until the Business Day immediately following Parties mutually agree as to the day that payment of the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000disputed amount. Notwithstanding the foregoing, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment Lessor shall be discharged and replaced by the resulting Borrowing of Base Rate Loansnot act unreasonably when approving or disapproving any reimbursement requests. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to In no event will the amount of the unutilized portion reimbursement for tenant improvements exceed, in total, the sum of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticeFour Hundred Twenty-Five Thousand Two Hundred Fifty Dollars ($425,250).

Reimbursement. If the L/C Issuer any Issuing Lender shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer applicable Issuing Lender in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000500,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swing Line Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swing Line Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, the Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Revolving Credit Borrowing of any Non-Reimbursement Notice, each Base Rate Loans to be disbursed on the date of payment by the applicable Issuing Lender shall pay under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate aggregate Revolving CommitmentsCredit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer any Issuing Lender or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. (i) If the L/C Issuer Issuing Lender shall make any L/C Disbursement in respect of a Letter of Credit, the Issuing Lender shall notify the Borrower and the Administrative Agent thereof and the Borrower shall reimburse pay or cause to be paid to the L/C Issuer in respect Issuing Lender an amount equal to the entire amount of such L/C Disbursement by paying not later than the immediately following Business Day. Each such payment shall be made to the Issuing Lender at its address for notices referred to herein, in Dollars and in immediately available funds. (ii) If the Issuing Lender shall not have received from the Borrower the payment that it is required to make pursuant to (g)(i) above, with respect to a Letter of Credit within the time specified in such clause, the Issuing Lender will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each L/C Lender of such L/C Disbursement and its L/C Percentage thereof, and each L/C Lender shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice Lender’s L/C Percentage of such L/C Disbursement, if such notice is received prior or the Dollar Equivalent thereof with respect to 10:00 a.m. or any Letters of Credit payable in a Foreign Currency (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each may apply Cash Collateral provided for this purpose); upon such payment pursuant to this paragraph to reimburse the Issuing Lender of the applicable for any L/C Disbursement, the payment then due Borrower shall be required to reimburse the L/C Lenders for such payments (including interest accrued thereon from the Borrower in respect thereof (date of such payment until the “Unreimbursed Amount”date of such reimbursement at the rate applicable to Overadvances) on demand; provided that if at the time of and after giving effect to such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given payment by the L/C Issuer or Lenders, the conditions to borrowings set forth in Section 3.2 are satisfied, the Borrower may, by written notice to the Administrative Agent certifying that such conditions are satisfied and that all interest owing under this paragraph has been paid, request that such payments by the L/C Lenders be converted into an Advance under the Revolving Line (a “Revolving Loan Conversion”), in which case, if such conditions are in fact satisfied, the L/C Lenders shall be deemed to have extended, and the Borrower shall be deemed to have accepted, an Advance in the aggregate principal amount of such payment without further action on the part of any party, and the Total L/C Commitments shall be permanently reduced by such amount; any amount so paid pursuant to this Section 2.03(f) may paragraph shall, on and after the payment date thereof, be given by telephone if immediately confirmed in writingdeemed to be Advances for all purposes hereunder; provided that the lack Issuing Lender, at its option, may effectuate a Revolving Loan Conversion regardless of whether the conditions to borrowings set forth in Section 3.2 are satisfied. (iii) Promptly following receipt by the Administrative Agent (or the Issuing Lender, as the case may be) of a payment from the Borrower with respect to an L/C Disbursement, the Administrative Agent (or the Issuing Lender) shall, to the extent that the L/C Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, repay such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticeL/C Lenders on a pro rata basis.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement Borrowing in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement Borrowing by paying to the Administrative Agent an amount equal to such L/C Disbursement Borrowing not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C DisbursementBorrowing, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement Borrowing is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C DisbursementBorrowing, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender▇▇▇▇▇▇’s Applicable Revolving Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Revolving Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that provided, that, the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower Company shall reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower Company receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. a.m., or (ii) the Business Day immediately following the day that the Borrower Company receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, that the Borrower Company may, subject to the satisfaction of the conditions to borrowing set forth hereinin Section 4.02, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Committed Borrowing of Base Rate Committed Loans or a Swing Line Borrowing in an equivalent amount and, to the extent so financed, the BorrowerCompany’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansBorrowing. If the Borrower Company fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower Company in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, it shall promptly notify the Administrative Agent and the Borrower pursuant to the provisions of clause (l) of this Section 2.03, and the Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent such L/C Issuer an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $[1,000,000], the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swing Line Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swing Line Loan. If the Borrower fails to make such payment when due, the applicable L/C Issuer shall notify the Administrative Agent Agent, which, in turn, shall notify each Revolving Credit Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, the Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Revolving Credit Borrowing of any Non-Reimbursement Notice, each Lender shall pay Base Rate Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate aggregate Revolving CommitmentsCredit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. (a) If the L/C Issuer Issuing Lender shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse pay or cause to be paid to the L/C Issuer in respect Issuing Lender an amount equal to the Dollar Equivalent of the entire amount of such L/C Disbursement by paying not later than the immediately following Business Day. Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. (b) If the Issuing Lender shall not have received from the Borrower the payment that it is required to make pursuant to Section 3.5(a) with respect to a Letter of Credit within the time specified in such Section, the Issuing Lender will promptly notify the Administrative Agent of the Dollar Equivalent of the L/C Disbursement and the Administrative Agent will promptly notify each L/C Lender of such L/C Disbursement and its L/C Percentage thereof, and each L/C Lender shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Disbursement not later than 12:00 noon on (i) Lender’s L/C Percentage of the Business Day that the Borrower receives notice Dollar Equivalent of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or Disbursement (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each may apply Cash Collateral provided for this purpose); upon such payment pursuant to this paragraph to reimburse the Issuing Lender of the applicable for any L/C Disbursement, the payment then due Borrower shall be required to reimburse the L/C Lenders for such payments in Dollars (including interest accrued thereon from the Borrower in respect thereof date of such payment until the date of such reimbursement at the rate applicable to Revolving Loans that are ABR Loans plus (two percent (2.00%) per annum) on demand; provided that if at the “Unreimbursed Amount”) time of and after giving effect to such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given payment by the L/C Issuer or Lenders, the conditions to borrowings and Revolving Loan Conversions set forth in Section 5.2 are satisfied, the Borrower may, by written notice to the Administrative Agent certifying that such conditions are satisfied and that all interest owing under this paragraph has been paid, request that such payments by the L/C Lenders be converted into Revolving Loans (a “Revolving Loan Conversion”), in which case, if such conditions are in fact satisfied, the L/C Lenders shall be deemed to have extended, and the Borrower shall be deemed to have accepted, a Revolving Loan in the aggregate principal amount of such payment without further action on the part of any party, and the Total L/C Commitments shall be permanently reduced by such amount; any amount so paid pursuant to this Section 2.03(f) may paragraph shall, on and after the payment date thereof, be given by telephone if immediately confirmed in writingdeemed to be Revolving Loans for all purposes hereunder; provided that the lack Issuing Lender, at its option, may effectuate a Revolving Loan Conversion regardless of such an immediate confirmation shall not affect whether the conclusiveness or binding effect of such noticeconditions to borrowings and Revolving Loan Conversions set forth in Section 5.2 are satisfied.

Reimbursement. If The Borrower agrees that it shall reimburse the L/C Issuer shall make Fronting Bank in respect of any L/C Disbursement in respect of a made under the Borrower’s Participated Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement Credit by paying to the Administrative Agent an amount in Dollars equal to the amount of such L/C Disbursement not no later than 12:00 noon 2:00 p.m., Charlotte, North Carolina time, on (i) the first Business Day that after the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, Date (the Borrower may, subject “Participated L/C Honor Date”) with respect to the conditions to borrowing set forth such Participated Letter of Credit together with interest thereon payable as provided herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make so reimburse the Lenders by such payment when duetime, the Administrative Agent shall promptly notify each Lender of the applicable amount of the Unreimbursed Amount, and the amount of such Lender’s Ratable Share thereof. In such event, the Borrower shall be deemed to have requested a Borrowing of ABR Loans to be disbursed on the Participated L/C Disbursement, Honor Date in an amount equal to the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay without regard to the Administrative Agent its Applicable Percentage minimum and multiples specified in Section 2.01(b) for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Borrowings, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitments, and subject to the conditions set forth in Section 3.02 (other than the delivery of a Notice of Borrowing), and each Lender shall fund its Ratable Share of such Borrowing as set forth in Section 2.02(a)(iii). Any notice given by If the Borrower is unable to request a Borrowing of ABR Loans because it cannot satisfy each of the conditions set forth in Section 3.02 or for any other reason, each Lender shall fund its L/C Issuer or the Administrative Agent pursuant to this Advances as set forth in Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice2.03(b)(v)(A).

Reimbursement. If (a) The Borrower hereby unconditionally and irrevocably agrees immediately to pay to the L/C Issuer Issuing Bank on demand at the office designated by the Issuing Bank all amounts required to pay all drafts drawn under the Letters of Credit and all reasonable and customary expenses incurred by the Issuing Bank in connection with the Letters of Credit. The Borrower's obligations to pay the Issuing Bank under this Section 3.02, and the Issuing Bank's right to receive ------------ the same, shall make be absolute, irrevocable and unconditional and shall not be affected by any L/C Disbursement circumstance whatsoever. To the extent permitted by Sections -------- 2.01(c)(iv) and 3.02(c)(ii) hereof, all amounts owing in connection with a --------------------------- Letter of Credit shall be paid pursuant to Swing Line Loans or Revolving Credit Loans. The Borrower agrees that the Issuing Bank may, in its sole discretion, accept or pay, as complying with the terms of any Letter of Credit, any drafts or other documents otherwise in order which may be signed or issued by an administrator, executor, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver, attorney in fact or other legal representative of a party who is authorized under such Letter of Credit to draw or issue any drafts or other documents. The Borrower agrees to pay the Issuing Bank interest on any amounts not paid when due hereunder at the Base Rate plus two percent (2%), or the maximum rate permitted by applicable law, if lower. (b) In accordance with the provisions of Section 2.01(c) hereof, the --------------- Issuing Bank shall notify the Agent (and shall also notify the Borrower) of any drawing under any Letter of Credit as promptly as practicable following the receipt by the Issuing Bank of such drawing. (c) Each Lender (other than the Issuing Bank) shall automatically acquire on the date of issuance thereof, a Participation in the liability of the Issuing Bank in respect of each Letter of Credit in an amount equal to such Lender's Applicable Commitment Percentage of such liability, and to the extent that the Borrower is obligated to pay the Issuing Bank under Section 3.02(a), --------------- each Lender (other than the Issuing Bank) thereby shall, as hereinafter described, absolutely, unconditionally and irrevocably assume, and shall be unconditionally obligated to pay to the Issuing Bank its Applicable Commitment Percentage of the liability of the Issuing Bank under such Letter of Credit in the manner set forth below: (i) With respect to amounts owing in connection with a Letter of Credit for which Swing Line Loans shall then be available, such Swing Line Loans shall be advanced under the Swing Line and each Lender (including the Swing Line Lender in its capacity as a Lender) shall share in the risk of loss with respect to such Swing Line Loans by, at the request of the Swing Line Lender, making a Revolving Credit Loan under the Revolving Credit Facility to repay such Swing Line Loan in an amount equal to such Lender's Applicable Commitment Percentage of such Swing Line Loan as set forth in Section 2.02. ------------ (ii) With respect to amounts owing in connection with a Letter of Credit for which a Swing Line Loan shall not be available, each Lender (including the Issuing Bank in its capacity as a Lender) prior to the Revolving Credit Termination Date, shall, subject to the terms and conditions of Article II, make a Revolving Credit Loan bearing interest at ---------- the Base Rate to the Borrower by paying to the Agent for the account of the Issuing Bank at the Principal Office in Dollars and in immediately available funds, an amount equal to its Applicable Commitment Percentage of any drawing under a Letter of Credit, all as described in and pursuant to Section 2.01(c)(iv). ------------------- (iii) With respect to drawings under any of the Borrower Letters of Credit for which a Revolving Credit Loan is not made as set forth in clause (ii) above, each Lender, upon receipt from the Agent of notice of a drawing in the manner described in Section 2.01(c), shall reimburse promptly pay to the L/C Issuer Agent --------------- for the account of the Issuing Bank, prior to the applicable time set forth in respect Section 2.01(c), its Applicable Commitment Percentage of such L/C Disbursement drawing. --------------- Simultaneously with the making of each such payment by paying a Lender to the Administrative Agent for the account of the Issuing Bank, such Lender shall, automatically and without any further action on the part of the Issuing Bank or such Lender, acquire a Participation in an amount equal to such L/C Disbursement payment (excluding the portion thereof constituting interest) in the related Reimbursement Obligation of the Borrower. The Lenders acquisition of and payment for Participations in any Reimbursement Obligation as set forth in this clause (iii) shall occur only if such Reimbursement Obligation is not later than 12:00 noon on (i) the Business Day that paid pursuant to Swing Line Loans or Revolving Credit Loans. The Reimbursement Obligations of the Borrower receives shall be immediately due and payable whether by Loans made in accordance with Section 2.01(c) or --------------- otherwise. (iv) Each Lender's obligation to make payment to the Agent for the account of the Issuing Bank pursuant to this Section 3.02(c), and the right --------------- of the Issuing Bank to receive the same, shall be made without any offset, abatement, withholding or reduction whatsoever. If any Lender is obligated to pay but does not pay amounts to the Agent for the account of the Issuing Bank in full upon such request as required by this Section 3.02(c), such --------------- Lender shall, on demand, pay to the Agent for the account of the Issuing Bank interest on the unpaid amount for each day during the period commencing on the date of notice given to such Lender pursuant to Section ------- 2.01(c) until such Lender pays such amount to the Agent for the account of ------- the Issuing Bank in full at the interest rate per annum for overnight borrowing by the Issuing Bank from the Federal Reserve Bank. (v) In the event the Lenders have purchased Participations in any Reimbursement Obligation as set forth in clause (iii) above, then at any time payment is received by the Issuing Bank as issuer of the Letter of Credit from the Borrower of such L/C DisbursementReimbursement Obligation, if in whole or in part, the Issuing Bank shall pay to each Lender an amount equal to its Applicable Commitment Percentage of such notice is received prior payment from the Borrower. (vi) Nothing contained herein shall be deemed to 10:00 a.m. release the Issuing Bank from any obligation it may incur to reimburse any Lender arising from the Issuing Bank's wrongful payment of a drawing under any Letter of Credit as a result of its gross negligence or willful misconduct. (iid) the Business Day immediately Promptly following the day that end of each calendar quarter, the Borrower receives Issuing Bank shall deliver to the Agent, and the Agent shall deliver to each Lender, a notice describing the aggregate undrawn amount of all Letters of Credit at the end of such noticequarter. Upon the request of any Lender from time to time, if such notice is not received prior the Issuing Bank shall deliver to the Agent, and the Agent shall deliver to such time; provided thatLender, if any other information reasonably requested by such L/C Disbursement is not less than $1,000,000Lender with respect to each Outstanding Letter of Credit. (e) The issuance by the Issuing Bank of each Letter of Credit shall, in addition to the Borrower mayconditions precedent set forth in Section 5.01 and Section 5.02 ------------ ------------ hereof, be subject to the conditions that such Letter of Credit be in such form and contain such terms as shall be reasonably satisfactory to borrowing the Issuing Bank consistent with the then current practices and procedures of the Issuing Bank with respect to similar letters of credit, and the Borrower shall have executed and delivered such other instruments and agreements relating to such Letters of Credit as the Issuing Bank shall have reasonably requested consistent with such practices and procedures. All Letters of Credit shall be issued pursuant to and subject to the Uniform Customs and Practice for Documentary Credits, 1993 revision, International Chamber of Commerce Publication No. 500 and all subsequent amendments and revisions thereto. (f) Without duplication of Section 11.11 hereof, the Borrower hereby ------------- agrees to defend, indemnify and hold harmless the Issuing Bank, each other Lender and the Agent from and against any and all claims and damages, losses, liabilities, reasonable costs and expenses which the Issuing Bank, such other Lender or the Agent may incur (or which may be claimed against the Issuing Bank, such other Lender or the Agent) by any Person by reason of or in connection with the issuance or transfer of or payment or failure to pay under any Letter of Credit; provided, that the Borrower shall not be required to indemnify the -------- Issuing Bank, any other Lender or the Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the willful misconduct or gross negligence of the party to be indemnified. The provisions of this Section 3.02(f) shall survive repayment of the Obligations, --------------- the occurrence of the Revolving Credit Termination Date, and expiration or termination of this Agreement. (g) Without limiting Borrower's rights as set forth hereinin Section 3.02(f) --------------- above, request the obligation of the Borrower to immediately reimburse the Issuing Bank for drawings made under Letters of Credit shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with Section 2.02 that the terms of this Agreement and such payment be financed with a Borrowing Letters of Base Rate Loans in an equivalent amount andCredit and the related Applications and Agreements for Letters of Credit, to notwithstanding the extent so financedexistence of any of the following circumstances: (i) any lack of validity or enforceability of the Letter of Credit, the Borrower’s obligation to make such payment shall be discharged and replaced supported by the resulting Borrowing Letter of Base Rate Loans. If Credit or any other agreement or instrument relating thereto (collectively, the "Related Documents"); (ii) any amendment or waiver of or any consent to or departure from all or any of the Related Documents; (iii) the existence of any claim, setoff, defense or other rights which the Borrower fails to make may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such payment when duebeneficiary or any such transferee may be acting), Agent, Lenders or any other Person, whether in connection with the Loan Documents, the Administrative Agent shall notify each Lender Related Documents or any unrelated transaction; (iv) any breach of contract or other dispute between the applicable L/C DisbursementBorrower and any beneficiary or any transferee of a Letter of Credit (or any persons or entities for whom such beneficiary or any such transferee may be acting), Agent, Lenders or any other Person; (v) any draft, statement or any other document presented under the payment then due from Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (vi) any delay, extension of time, renewal, compromise or other indulgence or modification granted or agreed to by Agent, with or without notice to or approval by the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Noticeof Borrower's Obligations under this Agreement; or (vii) any other circumstance or happening whatsoever, each Lender shall pay whether or not similar to the Administrative Agent its Applicable Percentage any of the Unreimbursed Amount pursuant foregoing; provided, however, that nothing -------- ------- contained herein shall be deemed to Section 2.03(e)(ii), subject to release the amount Issuing Bank or any other Lender of the unutilized portion any liability for actual loss arising as a result of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer its gross negligence or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticewillful misconduct.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the The Borrower shall hereby agrees to reimburse the L/C Issuer in respect of such L/C Disbursement applicable Issuing Bank by paying making payment to the Administrative Agent an Agent, for the account of such Issuing Bank, in immediately available funds, for any payment made by such Issuing Bank under any Letter of Credit issued by it (each such amount equal to such L/C Disbursement not later than 12:00 noon so paid until reimbursed, together with interest thereon payable as provided hereinbelow, a “Reimbursement Obligation”) immediately upon, and in any event on (i) the same Business Day that as, the Borrower receives notice making of such L/C Disbursementpayment by such Issuing Bank (the “Honor Date”), if provided that any such notice is received prior to 10:00 a.m. or Reimbursement Obligation shall be deemed timely satisfied (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, but nevertheless subject to the conditions payment of interest thereon as provided herein below) if satisfied pursuant to a borrowing of Revolving Loans made on the date of such payment by the Issuing Bank, as set forth hereinmore completely in Section 3.5), request in accordance together with Section 2.02 that interest on the amount so paid by such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount andIssuing Bank, to the extent so financednot reimbursed prior to 2:00 p.m. on the Honor Date, for the period from the Honor Date to the date the Reimbursement Obligation created thereby is satisfied, at the Alternate Base Rate plus the Applicable Margin plus 2% per annum as in effect from time to time during such period, such interest also to be payable on demand. Each Issuing Bank will provide the Administrative Agent and the Borrower with prompt notice of any payment or disbursement made or to be made under any Letter of Credit issued by it, although the failure to give, or any delay in giving, any such notice shall not release, diminish or otherwise affect the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing obligations under this Section 3.4 or any other provision of Base Rate Loansthis Agreement. If the Borrower fails to make such payment when due, the The Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall will promptly pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given applicable Issuing Bank any such amounts received by the L/C Issuer or the Administrative Agent pursuant to it under this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.3.4. 57

Reimbursement. If the an L/C Issuer shall make makes any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon 1:00 p.m. on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 11:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided , provided, that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein (but without regard to the minimum and multiples specified herein), request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Revolving Loans that are Base Rate Loans or a Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansBorrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate aggregate Revolving Commitments. Any notice given by the an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that provided, that, the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If (A) The Parties agree that at a moment to be agreed upon in the L/C Issuer shall make any L/C Disbursement in respect of a Letter of CreditTransaction Documents (the “Reimbursement Date”), the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to: (i) Electrabel’s indirect shareholding percentage in NuclearSub (expected to be 50 per cent.) of: (a) the aggregate of the amounts pre-funded by ▇▇▇▇▇ to Electrabel pursuant to this Agreement (following the operation of Clause 7.7 (Reconciliation and true-up)), excluding Restricted Contingency; and (b) Restricted Contingency which has been used; and (ii) all unused Restricted Contingency, shall be reimbursed to ▇▇▇▇▇. There shall be no double counting due to the interaction between Clause 7.7 (Reconciliation and true-up) and this Clause 7.8 (Reimbursement). (B) The Parties agree that, if this Agreement terminates with no Initial Transaction Documents being entered into by 20 July 2023 (or such L/C Disbursement other date as the Parties may agree in writing) due to Electrabel or ENGIE SA breaching, and not later than 12:00 noon on remedying within the time required to avoid damages, this Agreement, the Initial HOT or the Updated HOT in a manner which renders or threatens to render the LTO unachievable in a reasonable timeframe (in relation to which ▇▇▇▇▇ shall bear the burden and risk of proof), an amount equal to: (i) the Business Day that aggregate of the Borrower receives notice amounts actually received by Electrabel by way of such L/C Disbursement, if such notice is received prior pre-funding by ▇▇▇▇▇ pursuant to 10:00 a.m. or this Agreement; and (ii) to the Business Day immediately following the day that the Borrower receives such notice, if such notice is extent not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000included within 7.8(B)(i), the Borrower mayRestricted Contingency, shall be reimbursed to ▇▇▇▇▇. (C) The benefit of the Development Activities (and, subject to the conditions to borrowing structure set forth hereinout in the Transaction Documents, request the costs in accordance with Section 2.02 that such payment relation thereto) shall be financed with a Borrowing of Base Rate Loans conferred on NuclearSub and the costs in an equivalent amount and, relation to the extent so financed, Development Activities to be performed from the Borrower’s obligation to make such payment Reimbursement Date shall be discharged borne by NuclearSub (and replaced financed by the resulting Borrowing of Base Rate Loans▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ pro rata to their respective direct or indirect shareholding percentage, which is expected to be 50 per cent. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”each). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If All sums reasonably expended by Buyer in connection with the L/C Issuer exercise of any right or remedy provided for herein shall make be and remain Seller's obligation. Seller agrees to pay, with interest at the Default Rate, to the extent that an Event of Default has occurred, the reasonable out-of-pocket expenses and reasonable attorneys' fees incurred by Buyer and/or Custodian in connection with the preparation, enforcement (including any L/C Disbursement waivers), administration and amendments of the Program Documents, the taking of any action, including a Guarantor action, required or permitted to be taken by Buyer (without duplication to Buyer) and/or Custodian pursuant thereto, any "due diligence" or loan agent reviews conducted by Buyer or on its behalf or by refinancing or restructuring in respect the nature of a Letter of Credit"workout." If Buyer determines that, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying due to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on introduction of, any change in, or the compliance by Buyer with (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. any eurocurrency reserve requirement or (ii) the Business Day immediately following interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the day that force of law), there shall be an increase in the Borrower receives cost to Buyer in engaging in the present or any future Transactions, then Seller agrees to pay to Buyer, from time to time, upon demand by Buyer (with a copy to Custodian) the actual cost of additional amounts as specified by Buyer to compensate Buyer for such noticeincreased costs. Notwithstanding any other provisions in this Agreement, if in the event of any such notice is not received change in the eurocurrency reserve requirement or the interpretation of any law, regulation or any guideline or request from any central bank or other Governmental Authority, Seller will have the right to terminate all Transactions then outstanding as of a date selected by Seller (without the payment by Seller of any prepayment penalty or Breakage Costs), which date shall be prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C DisbursementRepurchase Date and which date shall thereafter for all purposes hereof, be deemed to be the payment then due from the Borrower Repurchase Date. In addition, Buyer shall promptly notify Seller if any events in respect thereof clause (the “Unreimbursed Amount”i) and such Lender’s Applicable Percentage thereof or (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt ii) of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice24 occur.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower Borrowers shall reimburse the such L/C Issuer in respect of such L/C Disbursement in the currency in which such L/C Disbursement was made (or, if requested by such L/C Issuer, in the Dollar Equivalent of the amount of such L/C Disbursement) by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon 1:00 p.m. on (i) the Business Day that the Borrower Company receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower Company receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Dollar Tranche Loans that are Base Rate Loans in an equivalent equivalentthe Dollar Equivalent of the amount of such L/C Disbursement and, to the extent so financed, the Borrower’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails Borrowers fail to make such payment when due, the Administrative Agent shall notify each Dollar Tranche Lender of the Dollar Equivalent of the applicable L/C Disbursement, the payment then due from the Borrower Borrowers in respect thereof (the “Unreimbursed Amount”) and such Dollar Tranche Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, the Borrowers shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Revolving Credit Borrowing of any Non-Reimbursement Notice, each Lender shall pay Dollar Tranche Loans that are Base Rate Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Dollar Equivalent of the Unreimbursed Amount pursuant Amount, without regard to the minimum and multiples specified in Section 2.03(e)(ii)2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Dollar Tranche Commitments and the Revolving CommitmentsCredit Facility and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.. ​

Reimbursement. If Whenever any Lender shall sustain or incur (other than through a default by that Lender) any losses or reasonable out-of-pocket expenses in connection with (a) failure by any Borrower to borrow any Offshore Advance after having given notice of its intention to borrow in accordance with SECTION 2.2 hereof (whether by reason of any Borrower's election not to proceed or the L/C Issuer shall make non-fulfillment of any L/C Disbursement of the conditions set forth in respect ARTICLE 3 hereof), (b) any prepayment for any reason of any Offshore Advance in whole or in part (including a Letter prepayment pursuant to SECTION 9.3(b) hereof) on other than the last day of Creditan Interest Period applicable to such Offshore Advance or (c) any prepayment of any of its Offshore Advances that is not made on any date specified in a notice of prepayment given by any Borrower, the Borrower shall reimburse the L/C Issuer in respect of Borrowers agree to pay to any such L/C Disbursement Lender, within 30 days after demand by paying to the Administrative Agent such Lender, an amount equal sufficient to compensate such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of Lender for all such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower maylosses and out-of-pocket expenses, subject to SECTION 11.9 hereof. Such losses shall include, without limiting the conditions generality of the foregoing, reasonable expenses incurred by such Lender in connection with the re-employment of funds prepaid, repaid, converted or not borrowed, converted or paid, as the case may be. A certificate as to borrowing set forth herein, request in accordance with Section 2.02 any amounts payable to any Lender under this SECTION 2.9 submitted to the Borrowers by such Lender shall certify that such payment be financed with a Borrowing amounts were actually incurred by such Lender and shall show in reasonable detail an accounting of Base Rate Loans the amount payable and the calculations used to determine in an equivalent good faith such amount and, to the extent so financed, the Borrower’s obligation to make such payment and shall be discharged and replaced by conclusive absent manifest or demonstrable error. Nothing in this SECTION 2.9 shall provide the resulting Borrowing Parent or any of Base Rate Loans. If its Subsidiaries the Borrower fails right to make such payment when dueinspect the records, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt files or books of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticeLender.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Principal Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Principal Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Principal Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Principal Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the any Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the such Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, any Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Borrowing of any Non-Reimbursement Notice, each Lender shall pay Base Rate Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving CommitmentsCredit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day immediately following the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the second Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans or Daily SOFR Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans or Daily SOFR Loans, as applicable. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof (each thereof. In such noticeevent, the Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Revolving Credit Borrowing of any Non-Reimbursement Notice, each Lender shall pay Base Rate Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving CommitmentsCredit Facility and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer shall make If(x) a Tax Indemnitee or any L/C Disbursement Affiliate thereof actually realizes a refund or reduction of any Taxes in respect of which the Lessee or the Guarantor has paid an indemnity pursuant to this Section 13.4 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Letter of Credit, Tax Indemnitee was indemnified hereunder or any payment made to or for the Borrower shall reimburse the L/C Issuer in respect account of such L/C Disbursement Tax Indemnitee by paying the Lessee or the Guarantor pursuant to this Section 13.4 or any payment made by a Tax Indemnitee to the Administrative Agent Lessee or the Guarantor by reason of this Section 13.4(c), such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which neither the Lessee nor the Guarantor are required to indemnify such Tax Indemnitee pursuant to this Section 13.4, which reduction in Taxes was not taken into account in computing such payment by the Lessee and the Guarantor to or for the account of such Tax Indemnitee or by such Tax Indemnitee to the Lessee and the Guarantor, any such refund or reduction to be determined without regard to Income Tax Savings, then such Tax Indemnitee shall promptly pay to the Guarantor (xx) the amount of the net tax savings refund, together with the amount of any interest received by such Tax Indemnitee on account of such refund or (yy) an amount equal to such L/C Disbursement not later than 12:00 noon on (i) reduction in Taxes, as the Business Day that the Borrower receives notice case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such timepayment; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make no such payment shall be discharged made so long as a Default or Event of Default shall have occurred and replaced by be continuing, but shall be paid promptly after cure of such Default or Event of Default. Notwithstanding the resulting Borrowing of Base Rate Loans. If the Borrower fails foregoing, no Tax Indemnitee shall be required to make such any payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer Guarantor or the Administrative Agent Lessee pursuant to this Section 2.03(f13.4(c) to the extent such payment would exceed, in the aggregate at any time, the amount of all prior payments made by or on behalf of the Lessee and the Guarantor to such Tax Indemnitee and/or its Affiliates pursuant to this Section 13.4 that gave rise to such refund or reduction in Taxes. Each Tax Indemnitee agrees to take such actions as the Guarantor may be given by telephone if immediately confirmed reasonably request (provided, in writing; provided that the lack reasonable good faith judgment of such Tax Indemnitee, such actions would not result in an immediate confirmation shall adverse effect on such Tax Indemnitee for which such Tax Indemnitee is not affect entitled to indemnification from such Lessee and the conclusiveness or binding effect of Guarantor) and to otherwise act in good faith to claim such notice.refunds and other available Tax benefits, and take such

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate aggregate Revolving Commitments. Any notice given by the L/C Issuer or the 168881580v11 200207.000113 Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower Company shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower Company receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower Company receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less greater than or equal to $1,000,000500,000, the Borrower Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of a Base Rate Loans Loan, BSBY Daily Floating Rate Loan or Swingline Loan in an equivalent amount and, to the extent so financed, the BorrowerCompany’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of a Base Rate LoansLoan, BSBY Floating Rate Loan or Swingline Loan. If the Borrower Company fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrower Company in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If Upon substantial completion of the LWork, Tenant shall reimburse Landlord for any cost or expense reasonably incurred by Landlord as a result of any damage to ▇▇▇▇▇▇▇▇’s property caused by ▇▇▇▇▇▇’s Agents in performing the Work. DATE Beltway Business Park Warehouse No. 8, LLC (“Beneficiary”) c/C Issuer shall make any L/C Disbursement in respect o Majestic Realty Co. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ Floor City of a Industry, CA 91746 Gentlemen: We hereby establish our Irrevocable Letter of CreditCredit and authorize you to draw on us at sight for the account of [name of tenant] (“Applicant”), the Borrower shall reimburse aggregate amount of _______________________ Dollars ($________________). This Letter of Credit has been issued at Applicant’s request in order to satisfy a requirement contained in that certain Land Lease, dated ____________, 20___, between Beneficiary, as landlord, and Applicant, as tenant (the L/C Issuer in respect “Lease”). Funds under this Letter of such L/C Disbursement by paying Credit are available to the Administrative Agent an amount equal Beneficiary as follows: Any or all of the sums hereunder may be drawn down at any time and from time to time from and after the date hereof by a vice president, senior vice president, executive vice president, president or chairman of Majestic Realty Co., which is the manager of Beneficiary (“Representative”), when accompanied by this Letter of Credit and a written statement signed by the Representative of Beneficiary, certifying that such L/C Disbursement not later than 12:00 noon on monies are due and owing to Beneficiary under the terms of the Lease (i) the Business Day that “Certification”), and a sight draft executed and endorsed by the Borrower receives notice Representative of Beneficiary. This Letter of Credit is transferable in its entirety. Should a transfer be desired, such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, transfer will be subject to the conditions return to borrowing us of this advice, together with written instructions. The amount of each draft must be endorsed on the reverse hereof by the negotiating bank. We hereby agree that this Letter of Credit shall be duly honored upon presentation and delivery of the Certification specified above. This letter of credit shall have an initial term of one (1) year. It is a condition of this Letter of Credit that it shall be automatically renewed without the need for notice for successive, additional one (1) year periods unless, at least sixty (60) days prior to any such date of expiration, the undersigned shall give written notice to Beneficiary, by certified mail, return receipt requested and at the address set forth herein, request in accordance with Section 2.02 that above or at such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) other address as may be given to the undersigned by telephone if immediately confirmed in writing; provided Beneficiary, that this Letter of Credit will not be renewed. Notwithstanding the lack above, this Letter of such an immediate confirmation shall not affect Credit will have a full and final expiration date of ___________________ (60 days after Lease expiration). This Letter of Credit is subject to and governed by the conclusiveness Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (2007 Revision) [or binding effect current revision]. Very truly yours, [Name of such noticeIssuing Bank] By:____________________________________ WHEN RECORDED, RETURN TO: SWITCH, LTD. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇. Las Vegas, Nevada 89118 Attention: _________________ THIS MEMORANDUM OF LEASE (“Memorandum”) is made as of the _____ day of ______________ 2019, by and between BELTWAY BUSINESS PARK WAREHOUSE NO. 8, LLC, a Nevada limited liability company, whose address is c/o Majestic Realty Co., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Landlord”), and SWITCH, LTD., a Nevada limited liability company, whose address is ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ (“Tenant”).

Reimbursement. If (a) In the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, event the Borrower shall reimburse (i) fail to borrow any LIBOR Advance after having given notice of its intention to borrow in accordance with Section 3.3 hereof (whether by reason of the L/C Issuer election of the Borrower not to proceed or the non- fulfillment of any of the conditions set forth in respect Section 4), or (ii) pay any LIBOR prepayment pursuant to Sections 3.5, 3.13 and 3.14 hereof) the Borrower agrees to pay to the Lender, upon the earlier of Lender's demand or the Maturity Date, an amount sufficient to compensate the Lender (and its respective participants and assignees permitted hereunder) for all losses and out-of-pocket expenses directly relating to such failure or prepayment, as applicable (including, without limitation, breakage costs) as determined by the Lender on the basis of its own standard practices. Determination of the amount of such L/C Disbursement losses and out-of-pocket expenses by paying the Lender, absent manifest error, shall be presumed correct. (b) In the case of a LIBOR Advance, such loss or expense subject to the Administrative Agent reimbursement shall include, without limitation, an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that present value of the Borrower receives notice of such L/C Disbursementexcess, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such noticeany, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced as reasonably determined by the resulting Borrowing Lender, of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”a) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of interest that would have accrued on the unutilized portion principal amount so prepaid or not borrowed for the period from the date of such prepayment or failure to borrow (such date being hereinafter referred to as the "Breakage Date") to the last day of the Aggregate Revolving Commitments. Any notice given by then current Interest Period for such Advance (or, in the L/C Issuer case of a failure to borrow, the Interest Period for such Advance that would have commenced on the date of such failure) at the rate of interest applicable to such Advance under the terms of this Agreement over (b) the amount of interest that Lender would have earned had it invested the entire amount of funds so prepaid or the Administrative Agent pursuant entire amount of funds acquired to this Section 2.03(f) effect, fund or maintain the Loan not borrowed, as the case may be given by telephone if immediately confirmed be, in writing; provided that the lack U.S. Government Treasury Securities with a maturity comparable to such period or Interest Period. The present value of such an immediate confirmation excess shall not affect be calculated by discounting such excess from the conclusiveness or binding effect end of such notice.period or Interest Period to the Breakage Date at the interest rate expressly borne by such U.S. Government Treasury Securities or, if none, the effective interest rate on such securities. Notwithstanding any provision of this Agreement to the contrary, Lender shall be entitled to fund and maintain its funding of all or any part of any Advance in any manner it sees fit; it being

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided , provided, that, if such L/C Disbursement is not less than $1,000,000500,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that provided, that, the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If The Borrower hereby agrees to reimburse the L/C Issuer Issuing ------------- Lender by making payment to the Agent, for the account of the Issuing Lender, in immediately available funds, for any payment made by the Issuing Lender under any Letter of Credit (each such amount so paid until reimbursed, together with interest thereon payable as provided hereinbelow, a "Reimbursement Obligation") ------------------------ immediately after, and in any event within one (1) Business Day after its receipt of notice of, such payment (provided that any such Reimbursement -------- Obligation shall make be deemed timely satisfied (but nevertheless subject to the payment of interest thereon as provided hereinbelow) if satisfied pursuant to a Borrowing of Revolving Loans made on or prior to the next Business Day following the date of the Borrower's receipt of notice of such payment), together with interest on the amount so paid by the Issuing Lender, to the extent not reimbursed prior to 1:00 p.m., Charlotte time, on the date of such payment or disbursement, for the period from the date of the respective payment to the date the Reimbursement Obligation created thereby is satisfied, at the Adjusted Base Rate applicable to Revolving Loans as in effect from time to time during such period, such interest also to be payable on demand. The Issuing Lender will provide the Agent and the Borrower with prompt notice of any L/C Disbursement in respect of a payment or disbursement made under any Letter of Credit, although the Borrower shall reimburse the L/C Issuer failure to give, or any delay in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursementgiving, if any such notice is received prior to 10:00 a.m. shall not release, diminish or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, otherwise affect the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing 's obligations under this Section or any other provision of Base Rate Loansthis Agreement. If the Borrower fails to make such payment when due, the Administrative The Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall will promptly pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given Issuing Lender any such amounts received by the L/C Issuer or the Administrative Agent pursuant to it under this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticeSection.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day immediately following the day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the two (2) Business Day immediately Days following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Daily SOFR Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Daily SOFR Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Borrowing of any Non-Reimbursement Notice, each Lender shall pay Daily SOFR Rate Loans to be disbursed on the date of payment by L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 or Section 2.03 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Daily SOFR Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving CommitmentsCommitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. (a) If the L/C Issuer Issuing Lender shall make any L/C Disbursement in respect of a Letter of Credit, the Issuing Lender shall notify the Borrower and the Administrative Agent thereof and the Borrower shall reimburse pay or cause to be paid to the L/C Issuer in respect Issuing Lender an amount equal to the entire amount of such L/C Disbursement by paying not later than the immediately following Business Day. Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. (b) If the Issuing Lender shall not have received from the Borrower or the applicable Group Member the payment that it is required to make pursuant to Section 3.5(a) with respect to a Letter of Credit within the time specified in such Section, the Issuing Lender will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each L/C Lender of such L/C Disbursement and its L/C Percentage thereof, and each L/C Lender shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice Lender’s L/C Percentage of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or Disbursement (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each may apply Cash Collateral provided for this purpose) and upon such payment pursuant to this paragraph to reimburse the Issuing Lender of the applicable for any L/C Disbursement, the payment then due Borrower shall be required to reimburse the L/C Lenders for such payments (including interest accrued thereon from the Borrower in respect thereof (date of such payment until the “Unreimbursed Amount”date of such reimbursement at the rate applicable to Revolving Loans that are ABR Loans plus 2% per annum) on demand; provided that if at the time of and after giving effect to such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given payment by the L/C Issuer or Lenders, the conditions to borrowings and Revolving Loan Conversions set forth in Section 5.2 are satisfied, the Borrower may, by written notice to the Administrative Agent certifying that such conditions are satisfied and that all interest owing under this paragraph has been paid, request that such payments by the L/C Lenders be converted into Revolving Loans (a “Revolving Loan Conversion”), in which case, if such conditions are in fact satisfied, the L/C Lenders shall be deemed to have extended, and the Borrower shall be deemed to have accepted, a Revolving Loan in the aggregate principal amount of such payment without further action on the part of any party, and the Total L/C Commitments shall be permanently reduced by such amount; any amount so paid pursuant to this Section 2.03(f) may paragraph shall, on and after the payment date thereof, be given by telephone if immediately confirmed in writingdeemed to be Revolving Loans for all purposes hereunder; provided that the lack Issuing Lender, at its option, may effectuate a Revolving Loan Conversion regardless of such an immediate confirmation shall not affect whether the conclusiveness or binding effect of such noticeconditions to borrowings and Revolving Loan Conversions set forth in Section 5.2 are satisfied.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base a Daily Floating LIBOR Rate Loans Loan or a Swing Line Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Daily Floating LIBOR Rate LoansLoans or Swing Line Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”)thereof. Promptly upon receipt of any Non-Reimbursement Noticesuch notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving aggregate Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000500,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swing Line Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swing Line Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, the Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Revolving Credit Borrowing of any Non-Reimbursement Notice, each Lender shall pay Base Rate Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate aggregate Revolving CommitmentsCredit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount in the currency of such L/C Disbursement equal to such L/C Disbursement not later than 12:00 noon 2:00 p.m., Local Time, on (i) the Business Day that immediately following the day on which the applicable Borrower receives shall have received notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is denominated in US Dollars and is not less than $US$1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, the Company may request (i) in accordance with Section 2.02 2.03 that such payment be financed with an ABR Borrowing, or (ii) in accordance with Section 2.04 that such payment be financed with a Borrowing Swing Line Loan, in each case of Base Rate Loans the applicable Class and in an equivalent amount and, to the extent so financed, the such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing of Base Rate Loansor Swing Line Loan, as applicable. If the applicable Borrower fails to make any such reimbursement payment when due, the Administrative Agent shall notify each applicable Lender of the applicable such L/C Disbursement, the amount of the payment then due from the such Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable US Tranche Percentage thereof (each or Global Tranche Percentage, as applicable, thereof. Promptly following receipt of such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each applicable Lender shall pay to the Administrative Agent on the date such notice is received its Applicable US Tranche Percentage or Global Tranche Percentage, as applicable, of the Unreimbursed Amount applicable L/C Disbursement payment then due from such Borrower in the currency of such L/C Disbursement and in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to Section 2.03(e)(iithis paragraph), subject and the Administrative Agent shall promptly pay to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the applicable L/C Issuer or the amounts so received by it from such Lenders. Promptly following receipt by the Administrative Agent of any payment from a Borrower pursuant to this Section 2.03(fparagraph, the Administrative Agent shall distribute such payment to the applicable L/C Issuer or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such L/C Issuer, then to such Lenders and such L/C Issuer as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an L/C Issuer for any L/C Disbursement (other than the funding of an ABR Revolving Loan or a Swing Line Loan as contemplated above) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect constitute a Loan and shall not relieve the conclusiveness or binding effect applicable Borrower of its obligation to reimburse such noticeL/C Disbursement.

Reimbursement. If (a) The Applicant shall reimburse the applicable Issuer for the amount of any drawing honored under a Letter of Credit and paid by such Issuer (the “L/C Reimbursement Amount”). The Applicant shall reimburse the applicable Issuer under this Section 4(a) in immediately available funds (i) no later than 3:00 p.m. on the day (which shall be a Business Day) on which payment is made by such Issuer under a Letter of Credit; provided that the Issuer notifies the Applicant by 12:00 p.m. on such date that such Issuer has made such payment under such Letter of Credit and the full amount of the L/C Reimbursement Amount, or (ii) if the Issuer notifies the Applicant after 12:00 p.m. on the date of such payment, by 11:00 a.m. on the next Business Day following receipt of such notice by the Applicant; provided that the failure of the Issuer to so notify the Applicant, and any delay in so notifying the Applicant, shall not relieve, limit or otherwise affect any obligation of the Applicant under this Agreement or any related document. Each Issuer shall make any L/C Disbursement simultaneously provide a copy of each reimbursement notice provided to the Applicant under this Section 4(a) to the Administrative Agent and the Collateral Agent. (b) If the Applicant fails to reimburse the Issuer on the date and at the time required in respect of a Letter of Creditaccordance with Section 4(a), the Borrower shall reimburse Collateral Agent shall, following notice to the Collateral Agent from the applicable Issuer and upon not less than one (1) Business Days’ prior written notice from the Collateral Agent to the Applicant, withdraw from the NRG Collateral Account an amount of cash and/or Eligible UST Assets (in accordance with Section 6(d)) equal to the L/C Reimbursement Amount due to such Issuer in respect of and shall apply such amounts to repay such L/C Disbursement by paying Reimbursement Amount; provided that if there is not a sufficient amount of cash and/or Eligible UST Assets on deposit in or credited to the Administrative Agent an amount equal to NRG Collateral Account on any such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000date, the Borrower may, subject to Collateral Agent shall withdraw from the conditions to borrowing set forth herein, request Trust Collateral Account (in accordance with Section 2.02 that 6(d)) an amount of Eligible UST Assets equal to the amount of such payment be financed with a Borrowing shortfall and shall apply such amounts to repay the L/C Reimbursement Amount due to such Issuer. The Applicant (x) authorizes and directs the Collateral Agent to charge the NRG Collateral Account (i) upon and after the drawing of Base Rate Loans in an equivalent any Letter of Credit for the full amount andof the L/C Reimbursement Amount, to the extent so financed, the Borrower’s obligation Applicant has failed to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of reimburse the applicable L/C DisbursementIssuer in accordance with Section 4(a), and (ii) from time to time for any other Obligations not paid within five (5) Business Days after the payment then due from date thereof and (y) confirms that it has irrevocably directed and caused the Borrower in respect thereof Trust to authorize and direct the Collateral Agent to charge the Trust Collateral Account (i) upon and after the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt drawing of any Non-Reimbursement Notice, each Lender shall pay to Letter of Credit for the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the full amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Reimbursement Amount, to the extent the Applicant has failed to reimburse the applicable Issuer or in accordance with Section 4(a), and (ii) from time to time for any other Obligations not paid within five (5) Business Days after the Administrative Agent pursuant due date thereof. (c) The Applicant shall pay to this each Issuer, promptly upon demand, all Issuer Costs as more specifically set forth in Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice8(a).

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower Borrowers shall reimburse the L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the such Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the such Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000500,000, the such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails Borrowers fail to make such payment when due, the Administrative Agent shall notify each Dollar Tranche Lender of the applicable L/C Disbursement, the payment then due from the Borrower Borrowers in respect thereof (the “Unreimbursed Amount”) and such Dollar Tranche Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, the applicable Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Borrowing of any Non-Reimbursement Notice, each Lender shall pay Base Rate Loans to be disbursed on the date of payment by the L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving CommitmentsCredit Facility and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If (a) Subject to all of the L/C Issuer shall make any L/C Disbursement in respect terms and conditions of a Letter of Creditthis Agreement, the Borrower City shall reimburse Company a portion of the L/C Issuer Utility Construction Cost paid by Company in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal not to such L/C Disbursement not later than 12:00 noon on exceed (i) the Business Day that the Borrower receives notice of such L/C DisbursementThousand and no/100 Dollars ($ .00), if such notice is received prior to 10:00 a.m. or (ii) thirty percent (30%) of the Business Day immediately following total Contract price, whichever is less (the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000"Reimbursement Amount"). In any event, the Borrower may, Reimbursement Amount paid by the City shall not exceed thirty percent (30%) of the total Contract price. (b) Payment of the Reimbursement Amount shall be made in accordance with and is subject to the conditions following: (i) During the course of construction of the Utility Improvements, it is anticipated that the Contractor will, as portions of the work on the Utility Improvements are completed, submit to borrowing set forth hereinCompany a request for a progress payment or an invoice (each being a "Contractor Invoice") for the applicable portion of the work completed (the "Applicable Completed Portion"). Following its receipt of a Contractor Invoice, Company shall submit to the City: (A) a true and correct copy of the Contractor Invoice (together with all attachments, documents, and materials applicable thereto and such other information as the City may request in accordance with Section 2.02 connection therewith), and (B) an invoice for that such payment be financed with a Borrowing portion of Base Rate Loans in an equivalent amount and, the Reimbursement Amount applicable to the extent so financed, the Borrower’s obligation to make such payment Contractor Invoice (which shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender not exceed thirty percent (30%) of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage net amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to Contractor Invoice (the amount of the unutilized portion Contractor Invoice actually paid by Company to the Contractor, e.g., the amount of the Aggregate Revolving CommitmentsContractor Invoice less any retainage withheld by Company), and shall show the total Contract price paid to the Contractor) (the "Reimbursement Invoice"). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(fEach Reimbursement Invoice shall be accompanied by: (1) may be given by telephone if immediately confirmed in writing; provided a certification from Company that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.Applicable Completed Portion for which a disbursement has been requested has been:

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Daily SOFR Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Daily SOFR Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each thereof. In such noticeevent, Borrower shall be deemed to have requested a “Non-Reimbursement Notice”). Promptly upon receipt Borrowing of any Non-Reimbursement Notice, each Lender shall pay Daily SOFR Rate Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the Administrative Agent its Applicable Percentage Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 or Section 2.03 for the principal amount of the Unreimbursed Amount pursuant to Section 2.03(e)(ii)Daily SOFR Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving CommitmentsCommitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. (a) If the L/C Issuer Issuing Lender shall make any L/C Disbursement in respect of a Letter of Credit, the Issuing Lender shall notify the Borrower and the Administrative Agent thereof and the Borrower shall reimburse pay or cause to be paid to the L/C Issuer in respect Issuing Lender an amount equal to the entire amount of such L/C Disbursement by paying not later than (i) the immediately following Business Day if the Issuing Lender issues such notice before 10:00 A.M. Pacific time on the date of such L/C Disbursement, or (ii) on the second following Business Day if the Issuing Lender issues such notice at or after 10:00 A.M. Pacific time on the date of such L/C Disbursement. Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. (b) If the Issuing Lender shall not have received from the Borrower the payment that it is required to make pursuant to Section 3.5(a) with respect to a Letter of Credit within the time specified in such Section, the Issuing Lender will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each L/C Lender of such L/C Disbursement and its L/C Percentage thereof, and each L/C Lender shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice Lender’s L/C Percentage of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or Disbursement (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time; provided that, if such L/C Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each may apply Cash Collateral provided for this purpose) and upon such payment pursuant to this paragraph to reimburse the Issuing Lender of the applicable for any L/C Disbursement, the payment then due Borrower shall be required to reimburse the L/C Lenders for such payments (including interest accrued thereon from the Borrower in respect thereof (date of such payment until the “Unreimbursed Amount”date of such reimbursement at the rate applicable to Revolving Loans that are ABR Loans plus 2% per annum) on demand; provided that if at the time of and after giving effect to such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given payment by the L/C Issuer or Lenders, the conditions to borrowings and Revolving Loan Conversions set forth in Section 5.2 are satisfied, the Borrower may, by written notice to the Administrative Agent certifying that such conditions are satisfied and that all interest owing under this paragraph has been paid, request that such payments by the L/C Lenders be converted into Revolving Loans (a “Revolving Loan Conversion”), in which case, if such conditions are in fact satisfied, the L/C Lenders shall be deemed to have extended, and the Borrower shall be deemed to have accepted, a Revolving Loan in the aggregate principal amount of such payment without further action on the part of any party, and the Total L/C Commitments shall be permanently reduced by such amount; any amount so paid pursuant to this Section 2.03(f) may paragraph shall, on and after the payment date thereof, be given by telephone if immediately confirmed in writingdeemed to be Revolving Loans for all purposes hereunder; provided that the lack Issuing Lender, at its option, may effectuate a Revolving Loan Conversion regardless of such an immediate confirmation shall not affect whether the conclusiveness or binding effect of such noticeconditions to borrowings and Revolving Loan Conversions set forth in Section 5.2 are satisfied.

Reimbursement. If the an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse the such L/C Issuer in respect of such L/C Disbursement in the currency in which such L/C Disbursement was made (or, if requested by such L/C Issuer, in the Dollar Equivalent of the amount of such L/C Disbursement) by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the such Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the such Borrower receives such notice, if such notice is not received prior to such time; , provided that, if such L/C Disbursement is not less than $1,000,000, the such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swing Line Loan in an equivalent the Dollar Equivalent of the amount of such L/C Disbursement and, to the extent so financed, the such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate LoansLoans or Swing Line Loan. If the applicable Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the Dollar Equivalent of the applicable L/C Disbursement, the payment then due from the such Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof (each such notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the Aggregate Revolving Commitmentsthereof. Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.