Common use of Reimbursements Clause in Contracts

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Borrowing 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 Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Daynoon, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local TimeNew York City time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 250,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline Loan, in an equivalent amountrespectively, and and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect Each Applicant agrees to pay to the Issuer of a any Letter of Credit, irrespective of any claim, set-off, defense or other right that such Applicant may have at any time against such Issuer or any other Person, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal of all Reimbursement Obligations owing to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than Issuer (i) if under any Letter of Credit (other than US Letters of Credit) with respect to which it is an applicant no later than the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day immediately following the day that the Borrower Applicant receives written notice from the Issuer that payment has been made under such Letter of Credit (the date such payment is due, the “Reimbursement Date”) and (ii) under any US Letters of Credit with respect to which it is an applicant, no later than three Business Days immediately following the day that the Applicant receives such notice; provided that, with respect to any Letter of Credit to be reimbursed in Dollars in accordance with the terms of this Agreement and the applicable Letter of Credit Reimbursement Agreement, if the amount or of the Dollar Equivalent, as the case may be, Equivalent of such LC Disbursement Reimbursement Obligation is $1,000,000 10,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Base Rate Borrowing or a Swingline Loan, in an equivalent amountamount and, and to the extent so financed, the Borrowerapplicable Applicant’s obligation to make such payment shall be discharged and replaced by the resulting LoanBase Rate Borrowing. If The applicable Applicant shall cause the Borrower fails applicable Issuer to reimburse be reimbursed in the currency specified in Section 2.17(c). In the case of any LC Disbursement reimbursement in Dollars of a drawing under a Letter of Credit denominated in a currency other than Dollars, the applicable Issuer shall notify the applicable Applicant of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. In the event that any Issuer makes any payment under any Letter of Credit and the applicable Applicant shall not have repaid such amount to such Issuer pursuant to this clause (h) or any such payment by the time specified aboveapplicable Applicant is rescinded or set aside for any reason, such Reimbursement Obligation shall be payable on demand with interest thereon computed (i) from and including the date on which such Reimbursement Obligation arose to but excluding the Reimbursement Date, at the rate of interest applicable during such period to Loans that are Base Rate Loans and (ii) from and including the Reimbursement Date to but excluding the date of repayment in full, at the rate of interest applicable during such period to past due Loans that are Base Rate Loans, and such Issuer shall promptly notify the Administrative Agent Agent, which shall promptly notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall promptly and unconditionally pay to the Administrative Agent its Applicable Percentage for the account of such Issuer the amount of such Lender’s Ratable Portion of such payment (or the Dollar Equivalent thereof, determined using the Exchange Rate as of the date thereof, if such payment then due from was made in any currency other than Dollars) in immediately available Dollars. If the BorrowerAdministrative Agent so notifies such Lender prior to 11:00 a.m. (New York time) on any Business Day, such Lender shall make available to the Administrative Agent for the account of such Issuer its Ratable Portion of the amount of such payment on such Business Day (and if such notification is later than 11:00 a.m. (New York time), such amount shall be made available on the immediately following Business Day) in immediately available funds, in the same manner as provided in Section 2.06 2.02(c) with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank Issuer the amounts so received by it from the 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 Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank Issuer for an LC Disbursement a Reimbursement Obligation (other than the funding of an ABR a Base Rate Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower applicable Applicant of its obligation to reimburse such LC DisbursementReimbursement Obligation. Interest accrued pursuant to this paragraph shall be paid to the Administrative Agent, for the account of the applicable Issuer, except that interest accrued on and after the date of payment by any Lender pursuant to this paragraph to reimburse such Issuer shall be for the account of such Lender to the extent of such payment, and shall be payable on demand or, if no demand has been made, on the date on which the applicable Applicant reimburses the applicable Reimbursement Obligation in full. Whenever any Issuer receives from any Applicant a payment of a Reimbursement Obligation as to which the Administrative Agent has received for the account of such Issuer any payment from a Lender pursuant to this clause (h), such Issuer shall pay over to the Administrative Agent any amount received in excess of such Reimbursement Obligation and, upon receipt of such amount, the Administrative Agent shall promptly pay over to each Lender, in immediately available funds, an amount equal to such Lender’s Ratable Portion of the amount of such payment adjusted, if necessary, to reflect the respective amounts the Lenders have paid in respect of such Reimbursement Obligation.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, such Issuing Bank shall notify the Borrower and the Administrative Agent of such LC Disbursement and of the date and amount thereof and the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time 8:00 a.m., San Francisco time, on any Business Day, then 4:00 p.m. 12:00 noon, San Francisco time, on the next Business Day that the Borrower receives such notice or (ii) otherwise, 4:00 p.m. Local Time12:00 noon, San Francisco time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 500,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Borrowing or a Swingline LoanLoan and, 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 ABR Borrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Revolving Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day1:00 p.m., then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local TimeNew York City time, on the second Business Day immediately following the day that the Borrower receives such noticenotice thereof from the Issuing Bank; provided provided, that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is not less than $1,000,000 or more500,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline Loan, in an equivalent amountand, and to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time 10:00 a.m., New York City time, on any Business Day, then 4:00 p.m. 3:00 p.m., New York City time, on the next such Business Day or (ii) otherwise, 4:00 p.m. Local Time3:00 p.m., New York City time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline Loanand, 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 LoanABR Revolving Borrowing. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.1(b) that such payment be financed with a Revolving Loan that is an ABR Borrowing or a Swingline Loanof Base Rate Loans and, 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 Loansuch Borrowing. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Lender▇▇▇▇▇▇’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 2.1(b) with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.2 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR a Borrowing or a Swingline Loan of Base Rate Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement in Dollars by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time 10:00 a.m., Pittsburgh time, on any Business Day, then 4:00 p.m. 1:00 p.m., Pittsburgh time, on the next such Business Day or (ii) otherwise, 4:00 p.m. Local Time1:00 p.m., Pittsburgh time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 500,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing in Dollars or a Dollar Swingline LoanLoan and, 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 ABR Revolving Borrowing or Dollar Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due in Dollars from the Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent in Dollars its Applicable Percentage of the payment amount then due in Dollars from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing in Dollars or a Dollar Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in The Parties covenant and agree that with respect to each Assigned Contract pursuant to which a third party claim is made regarding a failure to pay or a payment dispute of a Letter third party otherwise arises, which claim or dispute is in excess of Credit$10,000 and arose out of actions, the Borrower shall reimburse such LC Disbursement by paying events or omissions prior to the Administrative Agent an amount equal to such LC DisbursementEffective Time, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount Purchaser shall promptly give Sellers notice and a copy of such LC Disbursement on the date claim. Within twenty (20) days of receipt of such LC Disbursement) notice (which period shall toll during any period in which the Purchaser is in breach of such LC DisbursementSection 6.17), not later than Sellers shall either (i) if direct Purchaser in writing to pay the Borrower amount claimed, in which event Sellers shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Daypromptly reimburse Purchaser for the full amount so paid, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day following the day notify Purchaser in writing that the Borrower receives Sellers have elected to defend such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Borrowing or a Swingline Loanclaim, in an equivalent amount, and to the extent so financed, the Borrower’s obligation to make such payment shall which event Sellers will be discharged and replaced by the resulting Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 liable for all amounts owed with respect to Revolving Loans made by such Lender claim, or (iii) direct Purchaser in writing to use its commercially reasonable efforts to defend such claim (including comply with the terms and conditions of Section 2.0610.8), including in which event Sellers shall reimburse Purchaser, when billed, for its reasonable out-of-pocket costs of defending such claim and shall promptly reimburse Purchaser for the provisions with respect to interest or unpaid amountsfull amount, shall applyif any, mutatis mutandis, paid to the payment obligations claimant upon resolution of such claim. In the Lenders pursuant event Sellers fail to this paragraphrespond in writing within such twenty (20) day period (which period shall toll during any period in which the Purchaser is in breach of Section 6.17), Sellers shall be deemed to have directed Purchaser to pay the amount claimed, and will promptly reimburse Purchaser for the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts full amount so received by it from the Lenderspaid. 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 orIn addition, to the extent not inconsistent with this Section 6.20, the Parties agree that Lenders have made payments pursuant the provisions of Section 10.8 shall apply to any claims described in this paragraph Section 6.20 and references to reimburse such Issuing Bankindemnification, then indemnified party and indemnifying party shall be deemed references to such Lenders the reimbursement obligations in this Section 6.20, Purchaser and such Issuing BankSellers, as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementrespectively.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, such Issuing Bank shall notify the applicable Borrower and the Administrative Agent of such LC Disbursement and of the date and amount thereof and the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in Disbursement not later than 2:00 p.m. on the currency (or, in day that is one Business Day after the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount day of such LC Disbursement on (in each case, the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day following the day “Required Reimbursement Date”); provided that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower Representative may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline LoanLoan and, in an equivalent amount, and to the extent so financed, the applicable Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan and unless the applicable Borrower shall have, by 1:00 p.m., New York City time, on the Required Reimbursement Date, given a notice to the Administrative Agent and the applicable Issuing Bank that the applicable Borrower intends to reimburse the applicable Issuing Bank for the LC Disbursement with funds other than from the proceeds of an ABR Revolving Borrowing or a Swingline Loan, the applicable Borrower shall be deemed to have requested an ABR Borrowing in the amount of such LC Disbursement, plus interest payable thereon pursuant to Section 2.05(h). If the applicable Borrower subsequently fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the applicable Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the applicable Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 applicable 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day3:00 p.m., then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local TimeNew York City time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as in the case may be, of such an LC Disbursement is in an amount of $1,000,000 500,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section Sections 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Borrowing or a Swingline LoanRevolving Borrowing, in an equivalent amountand, and to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting LoanABR Revolving Borrowing. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar applicable LC Disbursement and the amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 2.05 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, Disbursement in the same currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day1:00 p.m., then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day immediately following the day that the applicable Borrower receives such noticenotice thereof from the Issuing Bank; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 US$250,000 (or the U.S. Dollar Equivalent of US$250,000) or more, the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a an ABR Revolving Loan that is an ABR Borrowing or a Swingline Loan, Loan in an equivalent amountamount equal to the U.S. Dollar Equivalent of the amount of such LC Disbursement and, and to the extent so financed, the applicable Borrower’s 's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Loan Borrowing or Swingline Loan. If the any Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the such Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from such Borrower in the Borrowerapplicable currency, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 a 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Loan Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the such Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time 10:00 a.m., New York City time, on any Business Day, then 4:00 p.m. 1:30 p.m., New York City time, on the next such Business Day or (ii) otherwise, 4:00 p.m. Local Time1:30 p.m., New York City time, on the second Business Day immediately following the day that the such Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 equal to or moregreater than the applicable borrowing minimum set forth in Section 2.02(c), the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline LoanLoan 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 Revolving Borrowing or Swingline Loan. If the applicable Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the such Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the such Borrower, in the same manner as provided in Section 2.06 2.07 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 applicable 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank (a) Except as provided in Sections 6.3(b) below, the Company shall make an LC Disbursement reimburse each Montecito Guarantor and CHP Guarantor, as applicable, for (i) all amounts paid by a Montecito Guarantor or CHP Guarantor in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Borrowing 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 Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, as their interests may appear. Any payment Claim made by a Lender pursuant under an Affiliate Guaranty and (ii) Third Party Costs and Expenses incurred by a Montecito Guarantor or CHP Guarantor in respect of the Claim. The Company shall make such reimbursement from time to this paragraph time, within fifteen (15) days after receipt of a demand from a Montecito Guarantor or CHP Guarantor, as applicable, together with reasonable documentation substantiating the amount of the request. The Managing Member shall notify the Members of the amount of funds required to reimburse an Issuing Bank for an LC Disbursement (other than pay the funding of an ABR Borrowing demand from the Montecito Guarantor or a Swingline Loan CHP Guarantor, as contemplated above) shall not constitute a Loan applicable, and shall not relieve provide the Borrower Members with reasonable documentation substantiating the amount of its the request, and each Member’s required contribution amount. The Members shall fund the amount called for within ten (10) Business Days after notice is given. (b) The Company shall have no reimbursement obligation with respect to a Montecito Recourse Claim or CHP Recourse Claim. (c) Notwithstanding the foregoing, (a) CHP shall reimburse each Montecito Guarantor for one hundred percent (100%) of (i) all amounts paid by a Montecito Guarantor in respect of a CHP Recourse Claim made by a Lender under an Affiliate Guaranty and (ii) Third Party Costs and Expenses incurred by a Montecito Guarantor in respect of a CHP Recourse Claim and (b) Montecito shall reimburse each CHP Guarantor for one hundred percent (100%) of (i) all amounts paid by a CHP Guarantor in respect of a Montecito Recourse Claim made by a Lender under an Affiliate Guaranty and (ii) Third Party Costs and Expenses incurred by a CHP Guarantor in respect of a Montecito Recourse Claim. CHP and Montecito shall make such LC Disbursementreimbursement from time to time, within ten (10) Business Days after demand from the Montecito Guarantor or CHP Guarantor, as applicable, together with reasonable documentation substantiating the amount of the request.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day10:00 a.m., then 4:00 p.m. New York City time on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day immediately following the day that the Borrower receives notice of such noticeLC Disbursement; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 100,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with with, in the case of a Revolving Loan that is Letter of Credit, an ABR Revolving Borrowing or a Swingline Loan, in an equivalent amount, and Loan to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.1(b) that such payment be financed with a Revolving Loan that is an ABR Borrowing or a Swingline Loanof Base Rate Loans and, 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 Loansuch Borrowing. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Lender’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 2.1(b) with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.2 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR a Borrowing or a Swingline Loan of Base Rate Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, Disbursement in the same currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day1:00 p.m., then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day immediately following the day that the applicable Borrower receives such noticenotice thereof from the Issuing Bank; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 US$250,000 (or the U.S. Dollar Equivalent of US$250,000) or more, the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a an ABR Revolving Loan that is an ABR Borrowing or a Swingline Loan, Loan in an equivalent amountamount equal to the U.S. Dollar Equivalent of the amount of such LC Disbursement and, and to the extent so financed, the applicable Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Loan Borrowing or Swingline Loan. If the any Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the such Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from such Borrower in the Borrowerapplicable currency, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 a 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Loan Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day following the day that the Borrower receives such notice; provided that, in the case of an LC Disbursement denominated in Dollars, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Borrowing 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 Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount and currency of the payment then due from the Borrower in respect of such LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, such Issuing Bank shall notify the Borrower and the Administrative Agent of such LC Disbursement and of the date and amount thereof and the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC DisbursementDisbursement (i) if such notice has been received by the Borrower prior to 11:00 a.m., in the currency (orNew York City time, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such next succeeding Business Day after the LC Disbursement, not later than 2:00 p.m., New York City time, on the first Business Day after such notice has been received and (iii) if such notice has been received by the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Dayafter 11:00 a.m., then 4:00 p.m. New York City time, on the next succeeding Business Day or (ii) otherwiseafter the LC Disbursement, 4:00 p.m. Local Timenot later than 2:00 p.m., New York City time, on the second Business Day following after such notice has been received (in each case, the day that the Borrower receives such notice“Required Reimbursement Date”); provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline LoanLoan and, 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 LoanABR Revolving Borrowing or Swingline Loan and unless the Borrower shall have, by 1:00 p.m., New York City time, on the Required Reimbursement Date, given a notice to the Administrative Agent and the applicable Issuing Bank that the Borrower intends to reimburse the applicable Issuing Bank for the LC Disbursement with funds other than from the proceeds of an ABR Revolving Borrowing or a Swingline Loan (the “Reimbursement Notice”), the Borrower shall be deemed to have requested an ABR Borrowing in the amount of such LC Disbursement, plus interest payable thereon pursuant to Section 2.05(h). If the Borrower subsequently fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, such Issuing Bank shall notify the Borrower and the Administrative Agent of such LC Disbursement and of the date and amount thereof and the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if such notice has been received by the Borrower shall have received prior to 10:00 a.m., New York City time, on the Business Day that the Borrower receives notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day, then 4:00 p.m. on the next Business Day or (ii) otherwiseif such notice has been received by the Borrower after 10:00 a.m., 4:00 p.m. Local TimeNew York City time, not later than 12:00 p.m., New York City time, on the second first Business Day following after such notice has been received (in each case, the day that the Borrower receives such notice“Required Reimbursement Date”); provided that, that if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is not less than a Dollar Equivalent of $1,000,000 or more1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline Loanand, 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 LoanABR Revolving Borrowing and unless the Borrower shall have, by 12:00 p.m., New York City time, on the Required Reimbursement Date, reimbursed the applicable Issuing Bank for the LC Disbursement with funds other than from the proceeds of an ABR Revolving Borrowing, the Borrower shall be deemed to have requested an ABR Borrowing in the amount of such LC Disbursement, plus interest payable thereon pursuant to Section 2.05(h). If the Borrower subsequently fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursementthereof, not later than (i) if the applicable Borrower shall have received notice of such LC Disbursement prior to 12:00 noon 10:00 a.m., Local Time Time, on any Business Day, then 4:00 p.m. 3:00 p.m., Local Time, on the next such Business Day or (ii) otherwise, 4:00 p.m. 3:00 p.m., Local Time, on the second Business Day immediately following the day that the Borrower Company receives such notice; provided that, in the case of an LC Disbursement in dollars, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 100,000 or more, the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline LoanLoan and, in an equivalent amount, and to the extent so financed, the applicable Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the applicable Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the applicable Borrower in respect of such the applicable LC Disbursement Disbursement, the currency thereof, and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent in the currency of such LC Disbursement its Applicable Percentage of the payment amount then due from the applicable Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 a 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower Company shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower Company shall have received notice of such LC Disbursement prior to 12:00 noon Local Time 10:00 a.m., New York City time, on any Business Day, then 4:00 p.m. 1:30 p.m., New York City time, on the next Business Day immediately following the day that the Company receives such notice, or (ii) otherwise, 4:00 p.m. Local Time1:30 p.m., New York City time, on the second Business Day immediately following the day that the Borrower Company receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 100,000 or more, the Borrower Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.2.1 that such payment be financed with a Revolving Loan that is an ABR Base Rate Borrowing or a Swingline Loan, in an equivalent amountamount and, and to the extent so financed, the BorrowerCompany’s obligation to make such payment shall be discharged and replaced by the resulting LoanBase Rate Borrowing. If the Borrower Company fails to reimburse any LC Disbursement by the time specified aboveabove in this paragraph, then the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower Company in respect of such the applicable LC Disbursement and such Lender’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment amount then due from the BorrowerCompany, in the same manner as provided in Section 2.06 2.4 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.4 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 Borrower Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Borrowing or a Swingline Loan as contemplated aboveBase Rate Borrowing) shall not constitute a Loan and shall not relieve the Borrower Company of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Daynoon, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local TimeNew York City time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is not less than $1,000,000 5,000,000 or more$1,000,000, respectively, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section Sections 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline Loan, in an equivalent amountrespectively, and and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day1:00 p.m., then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local TimeNew York City time, on the second Business Day immediately following the day that the Borrower receives such noticenotice thereof from the Issuing Bank; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is not less than $1,000,000 or more500,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline Loan, in an equivalent amountand, and to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of CreditFor any Combined Return to which this Agreement applies, the Borrower Tax liability shown thereon shall be allocated based upon a Hypothetical H▇▇▇▇▇ Group Income (as computed under Section 3(d)), a H▇▇▇▇▇ Credit Amount (as computed under Section 3(c)), a Hypothetical Company Group Income (as computed under Section 3(d)), and a Company Credit Amount (as computed under Section 3(c)), and reimbursements shall be paid as described in the following subparagraphs: (a) If the Taxes shown on a Combined Return were paid by a H▇▇▇▇▇ Affiliate, the Company shall reimburse H▇▇▇▇▇ for the share of such LC Disbursement by paying Taxes allocable to the Administrative Agent Company, as computed under Section 3(b) or Section 3(c), as applicable, or if the Company’s share of such Taxes is a negative number, H▇▇▇▇▇ shall reimburse the Company by an offsetting amount. If the Taxes shown on a Combined Return were paid by a Company Affiliate, H▇▇▇▇▇ shall reimburse the Company for the share of such Taxes allocable to H▇▇▇▇▇, as computed under Section 3(b), or if H▇▇▇▇▇’▇ share of such Taxes is a negative number, the Company shall reimburse H▇▇▇▇▇ by an offsetting amount. (b) The pre-credit Tax liability shown on the Combined Return, exclusive of interest and penalties, shall be allocated proportionally to H▇▇▇▇▇ and the Company based upon the ratio between the Hypothetical H▇▇▇▇▇ Group Income and the Hypothetical Company Group Income, each as computed under Section 3(d). If either element of such ratio is a negative number, the allocation of Tax liability to the corresponding party shall correspondingly be a negative number. H▇▇▇▇▇’▇ allocated share of such Tax liability shall be reduced (possibly below zero) by the H▇▇▇▇▇ Credit Amount, and the Company’s share of such Tax liability shall be reduced (possibly below zero) by the Company Credit Amount, as computed under Section 3(c). Any imposition of interest and penalties shall be allocated to the party whose act or failure to act caused the interest or penalties to be imposed. (c) The H▇▇▇▇▇ Credit Amount shall be the portion of the credits shown on a Combined Return that were generated by activities or expenditures of H▇▇▇▇▇ Affiliates, and the Company Credit Amount shall be the portion of the credits shown on the Combined Return that were generated by activities or expenditures of Company Affiliates. If any credit or credit limitation is computed on a combined basis, the credit allowed shall be allocated based upon the respective portions of the gross credit generated by H▇▇▇▇▇ Affiliates, on the one hand, and Company Affiliates, on the other, and the amount equal of any carryback or carryover shall be likewise allocated. (d) In order to allocate the income and Taxes shown on a Combined Return, the parties shall calculate (1) a Hypothetical H▇▇▇▇▇ Group Income as if the Combined Return had been prepared taking into account only the H▇▇▇▇▇ Financial Results relevant to such LC DisbursementCombined Return and (2) a Hypothetical Company Group Income as if the Combined Return had been prepared taking into account only the Company Financial Results relevant to such Combined Return. (e) The party whose affiliate has responsibility under Section 2 for filing a Combined Return (the “Filing Party”) shall, for purposes of this Section 3, make initial computations of: (i) all amounts relevant to the allocation of the Taxes shown on such Combined Return and (ii) the allocation of interest and penalties, if any, and shall provide the other party (the “Receiving Party”) with a detailed explanation in writing of such computations. If a Combined Return shows losses, credits or other items that are eligible under applicable law to be carried back or forward to another Taxable year, the currency Filing Party shall also provide to the Receiving Party a computation (or, in following the case principles of currencies other than Dollars, in Dollars this Section 3) of the Dollar Equivalent amount of such LC Disbursement on losses, credits or other items that is allocable to each party. The Receiving Party shall have thirty days to review such computations. (f) In the event that the Receiving Party does not agree with the computations provided pursuant to Section 3(g), the Receiving Party must provide its objection(s) in writing to the Filing Party by the end of the thirty day review period. If the Receiving Party fails to object in writing, it shall be deemed to have consented to the Filing Party’s initial determination and the amount owed by either party shall be due immediately. If the Receiving Party objects in writing, the parties shall, in good faith, use reasonable efforts to resolve the dispute. If the dispute is not resolved within thirty days from the date of the written objection, the dispute shall be referred to an internationally recognized accounting firm, such LC Disbursementaccounting firm to be selected with the consent of each party (such consent not to be unreasonably withheld or delayed), for resolution. Payment by H▇▇▇▇▇ or the Company to the other party for the Tax liability or the Tax benefit will be due upon resolution by the accounting firm and shall bear interest from the original due date at the interest rate provided by the IRS for large corporate deficiencies. (g) of such LC Disbursement, not later than H▇▇▇▇▇ Income Tax assets or liabilities realized by the Company: (i) if the Borrower H▇▇▇▇▇ shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on retain liability for any Business Day, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan Income Tax payable that is an ABR Borrowing or a Swingline Loan, in an equivalent amount, and Excluded Liability (including but not limited to deferred Tax liabilities) under the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount terms of the payment then due from the Borrower in respect of such LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, Formation Agreement to the extent that Lenders have made payments pursuant such liability is attributed to this paragraph a Company Affiliate by operation of law. The Company Affiliate shall provide H▇▇▇▇▇ with a written statement and calculation setting forth the Tax liability, H▇▇▇▇▇ shall reimburse the Company Affiliate that is required to make the payment within thirty days after the Tax liability is due. (ii) The Company shall reimburse H▇▇▇▇▇ for the value of any Tax benefit that is an Excluded Asset, including, but not limited to, deferred Tax assets that relate to the value of timing differences (such Issuing Bankas deferred bad debt expense and deferred inventory write offs) and any benefit realized from any Tax prepayment, then to refund, loss, credit or other attribute that was generated in a Taxable period or portion thereof ending on or before the Closing Date. The Company shall reimburse H▇▇▇▇▇ for use of any such Lenders and such Issuing Bank, as their interests may appear. Any payment made Tax benefits at the point in time that the Tax benefit is utilized by a Lender pursuant Company Affiliate. (iii) The Company shall make an initial computation of all amounts relevant to a reimbursement under this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Borrowing or a Swingline Loan as contemplated aboveSection 3(g) shall not constitute a Loan and shall not relieve provide H▇▇▇▇▇ with a detailed explanation in writing of such computation. H▇▇▇▇▇ shall have thirty days to review such computation, and any dispute shall be resolved under the Borrower of its obligation to reimburse such LC Disbursementprocedure set forth in Section 3(f), treating the Company as the Filing Party and H▇▇▇▇▇ as the Receiving Party.

Reimbursements. If an Issuing Bank (a) Except as provided in Sections 6.4(b) below, the Company shall make an LC Disbursement reimburse each GCI Guarantor and CHT Guarantor, as applicable, for (i) all amounts paid by a GCI Guarantor or CHT Guarantor in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Borrowing 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 Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, as their interests may appear. Any payment Claim made by a Lender pursuant under an Affiliate Guaranty and (ii) Third Party Costs and Expenses incurred by a GCI Guarantor or CHT Guarantor in respect of the Claim. The Company shall make such reimbursement from time to this paragraph time, within fifteen (15) days after receipt of a demand from a GCI Guarantor or CHT Guarantor, as applicable, together with reasonable documentation substantiating the amount of the request. The Managing Member shall notify the Members of the amount of funds required to reimburse an Issuing Bank for an LC Disbursement (other than pay the funding of an ABR Borrowing demand from the GCI Guarantor or a Swingline Loan CHT Guarantor, as contemplated above) shall not constitute a Loan applicable, and shall not relieve provide the Borrower Members with reasonable documentation substantiating the amount of its the request, and each Member’s required contribution amount. The Members shall fund the amount called for within ten (10) Business Days after notice is given. (b) The Company shall have no reimbursement obligation with respect to a GCI Recourse Claim or CHT Recourse Claim. (c) Notwithstanding the foregoing, (a) CHT shall reimburse each GCI Guarantor for one hundred percent (100%) of (i) all amounts paid by a GCI Guarantor in respect of a CHT Recourse Claim made by a Lender under an Affiliate Guaranty and (ii) Third Party Costs and Expenses incurred by a GCI Guarantor in respect of a CHT Recourse Claim and (b) GCI shall reimburse each CHT Guarantor for one hundred percent (100%) of (i) all amounts paid by a CHT Guarantor in respect of a GCI Recourse Claim made by a Lender under an Affiliate Guaranty and (ii) Third Party Costs and Expenses incurred by a CHT Guarantor in respect of a GCI Recourse Claim. CHT and GCI shall make such LC Disbursementreimbursement from time to time, within ten (10) Business Days after demand from the GCI Guarantor or CHT Guarantor, as applicable, together with reasonable documentation substantiating the amount of the request.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursementthereof, not later than (i) if the applicable Borrower shall have received notice of such LC Disbursement prior to 12:00 noon 10:00 a.m., Local Time Time, on any Business Day, then 4:00 p.m. 3:00 p.m., Local Time, on the next such Business Day or (ii) otherwise, 4:00 p.m. 3:00 p.m., Local Time, on the second Business Day immediately following the day that the Borrower Company receives such notice; provided that, in the case of an LC Disbursement in dollars, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 100,000 or more, the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline Loanand, in an equivalent amount, and to the extent so financed, the applicable Borrower’s obligation to make such payment shall be discharged and replaced by the resulting LoanABR Revolving Borrowing. If the applicable Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the applicable Borrower in respect of such the applicable LC Disbursement Disbursement, the currency thereof, and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent in the currency of such LC Disbursement its Applicable Percentage of the payment amount then due from the applicable Borrower, in the same manner as provided in Section 2.06 2.05 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 a 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the such Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time 10:00 a.m., New York City time, on any Business Day, then 4:00 p.m. 12:00 noon, New York City time, on the next such Business Day or (ii) otherwise, 4:00 p.m. Local Time12:00 noon, New York City time, on the second Business Day immediately following the day that the such Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 500,000 or more, the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline LoanLoan 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 Revolving Borrowing or Swingline Loan. If the applicable Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the such Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the such Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 a 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Applicable Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) 2:00 p.m., Local Time, on the date that such LC Disbursement is made, if the such Borrower shall have received notice of such LC Disbursement prior to 12:00 noon 10:00 a.m., Local Time Time, on any Business Daysuch date, or, if such notice has not been received by such Borrower prior to such time on such date, then 4:00 p.m. not later than 2:00 p.m., Local Time, on (i) the next Business Day or (ii) otherwisethat such Borrower receives such notice, 4:00 p.m. if such notice is received prior to 10:00 a.m., Local Time, on the second day of receipt, 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 on the day of receipt; provided that, in the case of an LC Disbursement in US Dollars, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $US$1,000,000 or more, the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.05 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline LoanLoan 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 Revolving Borrowing or Swingline Loan. If the such Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Applicable Agent shall notify each Lender of such failure, the Dollar amount and currency of the payment then due from the such Borrower in respect of such the applicable LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Applicable Agent its Applicable Percentage of the payment amount then due from such Borrower in the Borrowercurrency of such LC Disbursement, in the same manner as provided in Section 2.06 2.07 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Applicable Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Applicable Agent of any payment from the applicable Borrower pursuant to this paragraph, the Administrative Applicable Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the any Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.1(b) that such payment be financed with a Revolving Loan that is an ABR Borrowing or a Swingline Loanof Base Rate Loans and, 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 Loansuch Borrowing. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Lender▇▇▇▇▇▇’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 2.1(b) with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.2 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, Bank as their 77 1223206.01A-CHISR02A1223231.10A-CHISR02A - MSW interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR a Borrowing or a Swingline Loan of Base Rate Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank All reimbursements and in-kind benefits provided under this Agreement shall make an LC Disbursement be made or provided in respect accordance with the requirements of a Letter Section 409A of Creditthe Code, including, where applicable, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than requirement that (i) if the Borrower shall have received notice any reimbursement is for expenses incurred during your lifetime (or during a shorter period of such LC Disbursement prior to 12:00 noon Local Time on any Business Daytime specified in this Agreement), then 4:00 p.m. on the next Business Day or (ii) otherwisethe amount of expenses eligible for reimbursement, 4:00 p.m. Local Timeor in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the second Business Day last day of the calendar year following the day that year in which the Borrower receives such notice; provided thatexpense is incurred, if and (iv) the amount right to reimbursement or Dollar Equivalentin-kind benefits is not subject to liquidation or exchange for another benefit. Please indicate your agreement with the foregoing by signing this Agreement where indicated below. Sincerely, as /s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ Signature Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: CEO and President Intending to be legally bound hereby, and in consideration of the case may be, of such LC Disbursement is $1,000,000 or moremutual covenants and agreements contained herein, the Borrower may, subject undersigned hereby consents and agrees to the conditions terms of this Agreement, in their entirety. /s/ ▇▇▇▇▇▇▇ ▇. Gold ▇▇▇▇▇▇▇ ▇. Gold Date: 5/28/10 1. I hereby acknowledge that my at-will employment with the Company has terminated. In exchange for the Severance Payments described herein, I am entering into this General Release of Claims and Agreement (the “Agreement”) and agree to borrowing be bound by the promises made herein. 2. In consideration of this General Release of Claims and Agreement, the Company will provide me the Severance Payments and other benefits described in the letter agreement to me dated May 28, 2010 (the “Letter Agreement”). The Severance Payments shall be payable as set forth herein, request in Section 2 of the Letter Agreement and in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Borrowing or a Swingline Loan, 409A as set forth 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 Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount Section 11 of the payment then due Letter Agreement. The Company will issue an IRS tax form W-2 to reflect the Severance Payments. 3. I understand and acknowledge that I will receive no other wages, bonus, severance or other payments or benefits from the Borrower Company, other than those set forth in respect of such LC Disbursement and such Lender’s Applicable Percentage thereofthis Agreement. 4. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner Except as otherwise provided in Section 2.06 with respect to Revolving Loans made by such Lender this Agreement, I hereby release, acquit and forever discharge the Company, its parents (including, but not limited to, GSI Commerce, Inc. (“GSI”)), subsidiaries and Section 2.06affiliates, including the provisions with respect to interest or unpaid amountsas well as their respective officers, shall applydirectors, mutatis mutandisagents, to the payment obligations of the Lenders pursuant to this paragraph)servants, employees, attorneys, stockholders, successors, heirs, assigns and affiliates, and the Administrative Agent shall promptly remit officers, directors, agents, servants, employees, attorneys, and stockholders of any successor, heir, assign, or affiliate of the Company, or a parent or subsidiary of the Company, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations, of every kind and nature, in law, in equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way related to, agreements, events, actions, inactions or conduct, at any time prior to and including the execution date of this Agreement, including, but not limited to, all such claims and demands directly or indirectly arising out of, or in any way connected with, my employment with the Company, or the termination of that employment; claims or demands related to stock, stock options, or any other ownership interest in the Company; claims pursuant to any Federal, State, County or Municipal law, statute or cause of action, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990 (“ADA”), the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Older Workers’ Benefit Protection Act, Pennsylvania Human Relations Act, tort law, contract law, wrongful discharge, discrimination, harassment, fraud, defamation, emotional distress, and breaches of the implied covenants of good faith and fair dealing. This release does not apply to any claims I may have for: a. unemployment or any State disability insurance benefits pursuant to the terms of applicable Issuing Bank the amounts so received by it from the 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 Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.State law;

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursementthereof, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time 10:00 a.m., New York City time, on any Business Day, then 4:00 p.m. 12:00 noon, New York City time, on the next such Business Day or (ii) otherwise, 4:00 p.m. Local Time12:00 noon, New York City time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $denominated in US Dollars and is US$1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Borrowing or a Swingline LoanLoan and, 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 ABR Borrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an the Issuing Bank for an LC Disbursement (other than the funding of an ABR Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Paying Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Dayp.m., then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local TimePacific time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, notice of such LC Disbursement is $1,000,000 or more, Disbursement; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Base Rate Revolving Loan that is an ABR Borrowing or a Swingline LoanLoan and, 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 Base Rate Revolving Borrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Paying Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Paying Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Paying Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Lenders. If any Lender shall not have paid to the Paying Agent its Applicable Percentage of the amount then due from the Borrower as provided in the preceding sentence, such Lender shall pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Paying Agent for the account of the applicable Issuing Bank at, for the first such date, the Federal Funds Effective Rate and, for each day thereafter, the Base Rate. Promptly following receipt by the Administrative Paying Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Paying Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR a Base Rate Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day2:00 p.m., then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local TimeNew York City time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of notice that such LC Disbursement is $1,000,000 or more, made; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline Loanand, 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 LoanABR Revolving Borrowing. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the applicable Issuing Bank shall notify the Administrative Agent thereof, whereupon the Administrative Agent shall notify each Revolving Lender of such failurethe applicable LC Disbursement, the Dollar amount of the payment then due from the Borrower in respect of such LC Disbursement thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 2.05 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, such Issuing Bank shall notify the Borrower and the Administrative Agent of such LC Disbursement and of the date and amount thereof and the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC DisbursementDisbursement (i) if such notice has been received by the Borrower prior to 11:00 a.m., in the currency (orNew York City time, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such next succeeding Business Day after the LC Disbursement, not later than 2:00 p.m., New York City time, on the first Business Day after such notice has been received and (iii) if such notice has been received by the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Dayafter 11:00 a.m., then 4:00 p.m. New York City time, on the next succeeding Business Day or (ii) otherwiseafter the LC Disbursement, 4:00 p.m. Local Timenot later than 2:00 p.m., New York City time, on the second Business Day following after such notice has been received (in each case, the day that the Borrower receives such notice“Required Reimbursement Date”); provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline LoanLoan and, 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 ABR Revolving Borrowing or Swingline Loan and unless the Borrower shall have, by 1:00 p.m., New York City time, on the Required Reimbursement Date, given a notice to the Administrative Agent and the applicable Issuing Bank that the Borrower intends to reimburse the applicable Issuing Bank for the LC Disbursement with funds other than from the proceeds of an ABR Revolving Borrowing or a Swingline Loan, the Borrower shall be deemed to have requested an ABR Borrowing in the amount of such LC Disbursement, plus interest payable thereon pursuant to Section 2.05(h). If the Borrower subsequently fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an the Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time 11:00 a.m., New York City time, on any Business Day, then 4:00 p.m. 2:30 p.m., New York City time, on the next such Business Day or (ii) otherwise, 4:00 p.m. Local Time1:30 p.m., New York City time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline Loanand, 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 LoanABR Revolving Borrowing. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 2.05 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank, Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an the Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day following the day that the Borrower receives such notice; provided that, in the case of an LC Disbursement denominated in Dollars, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 500,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.02 that such payment be financed with a Revolving Loan that is an ABR Borrowing or a Swingline LoanBase Rate Borrowing, 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 Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount and currency of the payment then due from the Borrower in respect of such LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 2.11 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.11 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Base Rate Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect Each Applicant agrees to pay to the Issuer of a any Letter of Credit, irrespective of any claim, set-off, defense or other right that such Applicant may have at any time against such Issuer or any other Person, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal of all Reimbursement Obligations owing to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than Issuer (i) if under any Letter of Credit (other than any US Letters of Credit) with respect to which it is an applicant no later than the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day immediately following the day that the Borrower Applicant receives written notice from the Issuer that payment has been made under such Letter of Credit (the date such payment is due, the “Reimbursement Date”) and (ii) under any US Letters of Credit with respect to which it is an applicant, no later than three Business Days immediately following the day that the Applicant receives such notice; provided that, with respect to any Letter of Credit to be reimbursed in Dollars in accordance with the terms of this Agreement and the applicable Letter of Credit Reimbursement Agreement, if the amount or of the Dollar Equivalent, as the case may be, Equivalent of such LC Disbursement Reimbursement Obligation is $1,000,000 10,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 (Notice of Borrowings) that such payment be financed with a Revolving Loan that is an ABR Base Rate Borrowing or a Swingline Loan, in an equivalent amountamount and, and to the extent so financed, the Borrowerapplicable Applicant’s obligation to make such payment shall be discharged and replaced by the resulting LoanBase Rate Borrowing. If The applicable Applicant shall cause the Borrower fails applicable Issuer to reimburse be reimbursed in the currency specified in Section 2.17(c). In the case of any LC Disbursement reimbursement in Dollars of a drawing under a Letter of Credit denominated in a currency other than Dollars, the applicable Issuer shall notify the applicable Applicant of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. In the event that any Issuer makes any payment under any Letter of Credit and the applicable Applicant shall not have repaid such amount to such Issuer pursuant to this clause (h) or any such payment by the time specified aboveapplicable Applicant is rescinded or set aside for any reason, such Reimbursement Obligation shall be payable on demand with interest thereon computed (i) from and including the date on which such Reimbursement Obligation arose to but excluding the Reimbursement Date, at the rate of interest applicable during such period to Loans that are Base Rate Loans and (ii) from and including the Reimbursement Date to but excluding the date of repayment in full, at the rate of interest applicable during such period to past due Loans that are Base Rate Loans, and such Issuer shall promptly notify the Administrative Agent Agent, which shall promptly notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall promptly and unconditionally pay to the Administrative Agent its Applicable Percentage for the account of such Issuer the amount of such Lender’s Ratable Portion of such payment (or the Dollar Equivalent thereof, determined using the Exchange Rate as of the date thereof, if such payment then due from was made in any currency other than Dollars) in immediately available Dollars. If the BorrowerAdministrative Agent so notifies such Lender prior to 11:00 a.m. (New York time) on any Business Day, such Lender shall make available to the Administrative Agent for the account of such Issuer its Ratable Portion of the amount of such payment on such Business Day (and if such notification is later than 11:00 a.m. (New York time), such amount shall be made available on the immediately following Business Day) in immediately available funds, in the same manner as provided in Section 2.06 2.02(c) with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank Issuer the amounts so received by it from the 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 Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank Issuer for an LC Disbursement a Reimbursement Obligation (other than the funding of an ABR a Base Rate Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower applicable Applicant of its obligation to reimburse such LC DisbursementReimbursement Obligation. Interest accrued pursuant to this paragraph shall be paid to the Administrative Agent, for the account of the applicable Issuer, except that interest accrued on and after the date of payment by any Lender pursuant to this paragraph to reimburse such Issuer shall be for the account of such Lender to the extent of such payment, and shall be payable on demand or, if no demand has been made, on the date on which the applicable Applicant reimburses the applicable Reimbursement Obligation in full. Whenever any Issuer receives from any Applicant a payment of a Reimbursement Obligation as to which the Administrative Agent has received for the account of such Issuer any payment from a Lender pursuant to this clause (h), such Issuer shall pay over to the Administrative Agent any amount received in excess of such Reimbursement Obligation and, upon receipt of such amount, the Administrative Agent shall promptly pay over to each Lender, in immediately available funds, an amount equal to such Lender’s Ratable Portion of the amount of such payment adjusted, if necessary, to reflect the respective amounts the Lenders have paid in respect of such Reimbursement Obligation.

Reimbursements. If an Issuing Bank (a) Except as provided in Sections 6.4(b) below, the Company shall make an LC Disbursement reimburse each GCI Guarantor and CHP Guarantor, as applicable, for (i) all amounts paid by a GCI Guarantor or CHP Guarantor in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Borrowing 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 Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, as their interests may appear. Any payment Claim made by a Lender pursuant under an Affiliate Guaranty and (ii) Third Party Costs and Expenses incurred by a GCI Guarantor or CHP Guarantor in respect of the Claim. The Company shall make such reimbursement from time to this paragraph time, within fifteen (15) days after receipt of a demand from a GCI Guarantor or CHP Guarantor, as applicable, together with reasonable documentation substantiating the amount of the request. The Managing Member shall notify the Members of the amount of funds required to reimburse an Issuing Bank for an LC Disbursement (other than pay the funding of an ABR Borrowing demand from the GCI Guarantor or a Swingline Loan CHP Guarantor, as contemplated above) shall not constitute a Loan applicable, and shall not relieve provide the Borrower Members with reasonable documentation substantiating the amount of its the request, and each Member’s required contribution amount. The Members shall fund the amount called for within ten (10) Business Days after notice is given. (b) The Company shall have no reimbursement obligation with respect to a GCI Recourse Claim or CHP Recourse Claim. (c) Notwithstanding the foregoing, (a) CHP shall reimburse each GCI Guarantor for one hundred percent (100%) of (i) all amounts paid by a GCI Guarantor in respect of a CHP Recourse Claim made by a Lender under an Affiliate Guaranty and (ii) Third Party Costs and Expenses incurred by a GCI Guarantor in respect of a CHP Recourse Claim and (b) GCI shall reimburse each CHP Guarantor for one hundred percent (100%) of (i) all amounts paid by a CHP Guarantor in respect of a GCI Recourse Claim made by a Lender under an Affiliate Guaranty and (ii) Third Party Costs and Expenses incurred by a CHP Guarantor in respect of a GCI Recourse Claim. CHP and GCI shall make such LC Disbursementreimbursement from time to time, within ten (10) Business Days after demand from the GCI Guarantor or CHP Guarantor, as applicable, together with reasonable documentation substantiating the amount of the request.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.1(b) that such payment be financed with a Borrowing of Base Rate Loans under the R-1 Revolving Loan that is Facility (in the case of an ABR Borrowing R-1 Letter of Credit) or a Swingline Loanthe R-2 Revolving Loan Facility (in the case of an R-2 Letter of Credit), in an equivalent amountas the case may be, and and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Loansuch Borrowing. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of the applicable Class of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Lender’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Lender of the applicable Class shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 2.1(b) with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.2 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the applicable Lenders. Promptly following receipt by the Administrative 1308166-NYCSR02A - MSW 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 Lenders of the applicable Class have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR a Borrowing or a Swingline Loan of Base Rate Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time 10:00 a.m., New York City time, on any Business Day, then 4:00 p.m. 3:00 p.m., New York City time, on the next such Business Day or (ii) otherwise, 4:00 p.m. Local Time3:00 p.m., New York City time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline LoanLoan and, in an equivalent amount, and to the extent so financed, the Borrower’s 's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall shall, except as provided in paragraph (n) of this Section, pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time 10:00 a.m., New York City time, on any Business Day, then 4:00 p.m. 12:00 noon, New York City time, on the next such Business Day or (ii) otherwise, 4:00 p.m. Local Time12:00 noon, New York City time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 500,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline LoanLoan and, 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 ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.1(b) that such payment be financed with a Borrowing of Base Rate Loans under the R-1 Revolving Loan that is Facility (in the case of an ABR Borrowing R-1 Letter of Credit) or a Swingline Loanthe R-2 Revolving Loan Facility (in the case of an R-2 Letter of Credit), in an equivalent amountas the case may be, and and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Loansuch Borrowing. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of the applicable Class of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Lender’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Lender of the applicable Class shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 2.1(b) with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.2 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the applicable 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 Lenders of the applicable Class have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR a Borrowing or a Swingline Loan of Base Rate Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank (i) Exodus shall make an LC Disbursement in respect be entitled to withdraw from the Scheduled Lease Amount deposited pursuant to the Escrow Agreement, (A) any amount paid to a Scheduled Financing Lease counterparty under a settlement to which the Buyer has consented (and, to the extent any such settlement with a Financing Lease counterparty contemplates the future payment of unsecured claims upon confirmation of a Letter plan of Creditreorganization or liquidation, Exodus may withdraw from the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent Scheduled Lease Amount an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount $0.20 for each $1.00 of such LC Disbursement on unsecured claims regardless of the date actual amount to be paid (or the timing of such LC Disbursementpayment) of to such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Borrowing 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 Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower Lease counterparty in respect of such LC Disbursement unsecured claims), (B) the cost of any equipment purchased by Exodus or the other Sellers to replace Production Equipment under Scheduled Financing Leases, (C) other out-of-pocket expenditures reasonably incurred by Exodus and the Sellers in connection with the transfer of Production Equipment formerly subject to a Scheduled Financing Lease to the Buyer pursuant to Section 2.10(a) and (D) with respect to any Scheduled Financing Lease rejected by the Sellers as to which the Sellers have replaced all Production Equipment under such Scheduled Financing Lease in the manner contemplated by Section 2.10(a), an amount equal to $0.20 for each $1.00 of unsecured claims relating to such Scheduled Financing Lease (regardless of the actual amount to be paid (or the timing of such payment) to such Lease counterparty in respect of such unsecured claims). In no event shall the Sellers be entitled to reimbursement of, or be obligated to expend or incur, more than $50,000,000, in the aggregate, as a result of the operation of this Section 2.10(b)(i). To the extent that, during the 60-day period from and after the Closing Date the Sellers make payments with respect to Scheduled Financing Leases subject to a reservation of rights for the return of such payments and such Lender’s Applicable Percentage thereof. Promptly following payments have not been reimbursed by the Buyer under the Transition Services Agreement S/B, then, for purposes of clause (A) of this paragraph (b), Exodus shall be entitled to reimbursement from the Scheduled Lease Amount of such payments to the extent a settlement with a counterparty to a Scheduled Financing Lease acknowledges receipt of such noticeamounts (or statements to similar effect). For the avoidance of doubt, each Lender if a charge has been taken against the $40,000,000 credit under the Transition Services Agreement S/B, then such amount shall pay be deemed to have been reimbursed by the Buyer for the purposes of the preceding sentence. (ii) The Buyer shall make available to Exodus an amount in cash equal to $12,000,000 (the "Operating Lease Amount") for the purpose of obtaining all legal and beneficial right, title and interest, free and clear of all Liens and Claims, in all Production Equipment (including any embedded intellectual property rights) under the Scheduled Operating Leases as contemplated by Section 2.10(a). Subject to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, limits in the same manner as provided in Section 2.06 with respect final sentence of this clause (ii), Exodus shall be entitled to Revolving Loans made by such Lender (and Section 2.06, including make a claim against the provisions with respect to interest or unpaid amounts, shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph)Buyer, and the Administrative Agent Buyer shall promptly remit reimburse Exodus for, (A) any amount paid to a Scheduled Operating Lease counterparty under a settlement to which 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 Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank orBuyer has consented (and, to the extent that Lenders have made payments any such settlement with a Scheduled Operating Lease counterparty contemplates the future payment of unsecured claims upon confirmation of a plan of reorganization or liquidation, Exodus shall be entitled to reimbursement from the Operating Lease Amount of an amount equal to $0.20 for each dollar of such unsecured claims regardless of the actual amount to be paid (or the timing of such payment) to such Lease counterparty in respect of such unsecured claims), (B) the cost of any equipment purchased by Exodus or the other Sellers to replace Production Equipment under Scheduled Operating Leases returned to any counterparty, (C) other out-of-pocket expenditures reasonably incurred by Exodus and the Sellers in connection with the transfer of Production Equipment formerly subject to a Scheduled Operating Lease to the Buyer pursuant to Section 2.10(a) and (D) with respect to any Scheduled Operating Lease rejected by the Sellers as to which the Sellers have replaced all Production Equipment under such Scheduled Operating Lease in the manner contemplated by Section 2.10(a), an amount equal to $0.20 for each $1.00 of unsecured claims relating to such Scheduled Operating Lease (regardless of the actual amount to be paid (or the timing of such payment) to such Lease counterparty in respect of such unsecured claims). In no event shall the Sellers be entitled to reimbursement of, or be obligated to expend or incur, more than $12,000,000, in the aggregate, as a result of the operation of this paragraph Section 2.10(b)(ii). (iii) To the extent that a settlement agreement with a Scheduled Lease counterparty covers equipment under both Scheduled Financing Leases and Scheduled Operating Leases, Exodus shall be entitled to reimburse make claims against the Scheduled Lease Amount and the Operating Lease Amount in proportion to the remaining lease obligations as of September 30, 2001 set forth on the January 3 Schedules with respect to the Scheduled Financing Leases and Scheduled Operating Leases covered by such Issuing Banksettlement agreement. (iv) The Buyer shall be entitled to withdraw from the Scheduled Lease Amount deposited pursuant to the Escrow Agreement, (A) the fair market value of any Purchased Asset not "in production" used by Exodus or the other Sellers to replace any Production Equipment pursuant to Section 2.10(a) and (B) any direct costs reasonably incurred by the Buyer (either directly or through reimbursement of its customers) in connection with the replacement of any Production Equipment by Exodus or the other Sellers pursuant to Section 2.10(a), including the costs of transferring customers to other equipment, maintaining service to customers during such transition (including mirroring customers if required by customers to obtain their consent) and similar expenses. For the avoidance of doubt, the costs described in clause (B) above shall not include any indirect, consequential, punitive or incidental damages. For purposes of this clause (iv), the fair market value of an item of equipment shall be as mutually agreed by Exodus and the Buyer and if Exodus and the Buyer cannot agree to a fair market value within 20 days, then they shall refer such determination to a mutually agreed third party (or if agreement cannot be reached in selection of a third party, the Independent Accountant). (v) Exodus shall be entitled to withdraw the balance of the Scheduled Lease Amount if it has transferred to the Buyer (or has in place binding obligations to replace at no cost to the Buyer) on or before the 60th day after the Closing substantially all the Production Equipment subject to Scheduled Financing Leases; provided, that such Lenders equipment must constitute at least 50% of all equipment under the Scheduled Financing Leases as set forth on the January 3 Schedules; and provided, further, that the obligation to replace equipment must require completion of such Issuing Bank, as their interests may appearreplacement on or before the 120th day after the Closing Date (and if substitution is not actually completed on or before such date the Buyer shall retain the relevant equipment until substitution is completed). Any payment made by a Lender If Exodus is not entitled to withdraw the balance of the Scheduled Lease Amount pursuant to this paragraph the preceding sentence, such balance will be returned to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC DisbursementBuyer.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the such Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time 10:00 a.m., New York City time, on any Business Day, then 4:00 p.m. 12:00 noon, New York City time, on the next such Business Day or (ii) otherwise, 4:00 p.m. Local Time12:00 noon, New York City time, on the second Business Day immediately following the day that the such Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 500,000 or more, the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline Loanand, in an equivalent amount, and to the extent so financed, the such Borrower’s 's obligation to make such payment shall be discharged and replaced by the resulting LoanABR Revolving Borrowing. If the applicable Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the such Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the such Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 a 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an the Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time 11:00 a.m., New York City time, on any Business Day, then 4:00 p.m. 2:30 p.m., New York City time, on the next such Business Day or (ii) otherwise, 4:00 p.m. Local Time1:30 p.m., New York City time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline LoanLoan and, 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 ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank, Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an the Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank For all Services provided and rendered under and pursuant to this Agreement, Acquisitions shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying pay to the Administrative Agent Company the following: (a) any and all reasonable, third party out-of-pocket costs incurred by the Company in connection with performing Services under this Agreement (“Third Party Cost Reimbursement”); (b) Intentionally Omitted; (c) upon execution of an Acquisition Agreement for a Subject Property which the Company negotiated for the benefit of Acquisitions (or any client thereof) pursuant to this Agreement, a non-accountable administrative negotiation fee equal to $25,000 (“Negotiation Fee”); and (d) For Subject Properties with respect to which Acquisitions specifically requests and the Company provides any Due Diligence Services, a non-accountable due diligence fee equal to $15,000 (“Due Diligence Fee”). Notwithstanding the foregoing, if, after execution of any Acquisition Agreement negotiated by the Company pursuant hereto for the benefit Acquisitions (or any client thereof), Acquisitions (or such client) elects not to acquire the applicable Subject Property, then Acquisitions shall receive a credit against any future Negotiation Fees that may become due and payable under this Agreement in an amount equal to the Negotiation Fee paid in connection with such LC DisbursementSubject Property; provided, however, that in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower no event shall have received notice of such LC Disbursement prior Acquisitions ever be entitled to 12:00 noon Local Time on a credit for any Business Day, then 4:00 p.m. on the next Business Day Third Party Cost Reimbursements or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Borrowing 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 Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 Due Diligence Fees paid with respect to Revolving Loans made such Subject Property. All Third Party Cost Reimbursements, Negotiation Fees and Due Diligence Fees payable by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, shall apply, mutatis mutandis, Acquisitions to the payment obligations of the Lenders Company under and pursuant to this paragraph), Agreement shall be due and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it payable within thirty (30) days of Acquisitions’ receipt of a reasonably detailed invoice therefor (together with invoices from the Lendersthird party service providers for the Third Party Cost Reimbursements). Promptly following receipt The compensation to be paid by the Administrative Agent of any payment from the Borrower Acquisitions pursuant to this paragraph, Section 7 shall constitute full and complete payment for any and all Services rendered and performed by the Administrative Agent shall distribute such payment to Company (including the applicable Issuing Bank or, to the extent that Lenders have made payments cost of any and all labor) under and pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC DisbursementAgreement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, Disbursement in the same currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day1:00 p.m., then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local TimeNew York City time, on the second Business Day immediately following the day that the Borrower receives such noticenotice thereof from the Issuing Bank; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 250,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a an ABR Revolving Loan that is an ABR Borrowing or a Swingline Loan, Loan in an equivalent amountamount equal to the amount of such LC Disbursement and, and to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Loan Borrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the such Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrowersuch Borrower in U.S. Dollars, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Loan Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, such Issuing Bank shall notify the Borrower and the Administrative Agent of such LC Disbursement and of the date and amount thereof and the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC DisbursementDisbursement (i) if such notice has been received by the Borrower prior to 11:00 a.m., in the currency (orNew York City time, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such next succeeding Business Day after the LC Disbursement, not later than 2:00 p.m., New York City time, on the first Business Day after such notice has been received and (iii) if such notice has been received by the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Dayafter 11:00 a.m., then 4:00 p.m. New York City time, on the next succeeding Business Day or (ii) otherwiseafter the LC Disbursement, 4:00 p.m. Local Timenot later than 2:00 p.m., New York City time, on the second Business Day following after such notice has been received (in each case, the day that the Borrower receives such notice“Required Reimbursement Date”); provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline Loanand, 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 LoanABR Revolving Borrowing and unless the Borrower shall have, by 1:00 p.m., New York City time, on the Required Reimbursement Date, given a notice to the Administrative Agent and the applicable Issuing Bank that the Borrower intends to reimburse the applicable Issuing Bank for the LC Disbursement with funds other than from the proceeds of an ABR Revolving Borrowing, the Borrower shall be deemed to have requested an ABR Borrowing in the amount of such LC Disbursement, plus interest payable thereon pursuant to Section 2.05(h). If the Borrower subsequently fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of which such LC Disbursement on the date of such LC Disbursement) of such LC Disbursementis made, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Daynoon, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day immediately following the day that the applicable Borrower, or the Borrower Agent on its behalf, receives notice of such noticeLC Disbursement; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or morenot greater than the amount then available to be borrowed as a Revolving Borrowing by the applicable Borrower, the applicable Borrower, or the Borrower Agent on its behalf, may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Borrowing or a Swingline LoanBorrowing, in an equivalent amountamount equal to the amount of such LC Disbursement and, and to the extent so financed, the applicable Borrower’s obligation to make such payment shall be discharged and replaced by the resulting LoanRevolving Borrowing. If the applicable Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the applicable Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrowerapplicable Borrower in the applicable currency, in the same manner as provided in Section 2.06 2.05 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 applicable 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, such Issuing Bank shall notify the Borrower and the Administrative Agent of such LC Disbursement and of the date and amount thereof and the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if such notice has been received by the Borrower shall have received prior to 10:00 a.m., New York City time, on the Business Day that the Borrower receives notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day, then 4:00 p.m. on the next Business Day or (ii) otherwiseif such notice has been received by the Borrower after 10:00 a.m., 4:00 p.m. Local TimeNew York City time, not later than 12:00 p.m., New York City time, on the second first Business Day following after such notice has been received (in each case, the day that the Borrower receives such notice“Required Reimbursement Date”); provided that, that if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is not less than a Dollar Equivalent of $1,000,000 or more1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline Loanand, 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 LoanABR Revolving Borrowing and unless the Borrower shall have, by 12:00 p.m., New York City time, on the Required Reimbursement Date, reimbursed the applicable Issuing Bank for the LC Disbursement with funds other than from the proceeds of an ABR Revolving Borrowing, the Borrower shall be deemed to have requested an ABR Borrowing in the amount of such LC Disbursement, plus interest payable thereon pursuant to Section 2.05(h). If the Borrower subsequently fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Applicable Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than 2:00 p.m., Local Time, on (i) if the Business Day that such Borrower shall have received receives notice of such LC Disbursement Disbursement, if such notice is received prior to 12:00 noon Local Time on any Business Day10:00 a.m., then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second day of receipt 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 on the day of receipt; provided that, in the case of an LC Disbursement in US Dollars, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $US$1,000,000 or more, the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.05 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline LoanLoan 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 Revolving Borrowing or Swingline Loan. If the such Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Applicable Agent shall notify each Lender of such failure, the Dollar amount and currency of the payment then due from the such Borrower in respect of such the applicable LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Applicable Agent its Applicable Percentage of the payment amount then due from such Borrower in the Borrowercurrency of such LC Disbursement, in the same manner as provided in Section 2.06 2.07 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Applicable Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Applicable Agent of any payment from the applicable Borrower pursuant to this paragraph, the Administrative Applicable Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the any Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time 10:00 a.m., New York City time, on any Business Day, then 4:00 p.m. on the next such Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline LoanLoan and, 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 ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall shall, except as provided in paragraph (c) of this Section in the case of an Extended Expiration Letter of Credit, pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the such Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time 10:00 a.m., New York City time, on any Business Day, then 4:00 p.m. 1:30 p.m., New York City time, on the next such Business Day or (ii) otherwise, 4:00 p.m. Local Time1:30 p.m., New York City time, on the second Business Day immediately following the day that the such Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 equal to or moregreater than the applicable borrowing minimum set forth in Section 2.02(c), the applicable Borrower, or the Borrower Agent on its behalf, may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline Loanand, 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 LoanABR Revolving Borrowing. If the applicable Borrower fails to reimburse any LC Disbursement by the time specified above, the applicable Issuing Bank shall notify the Administrative Agent thereof, whereupon the Administrative Agent shall notify each Revolving Lender of such failure, the Dollar amount of the payment then due from the such Borrower in respect of such the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the such Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 applicable 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, Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day3:00 p.m., then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local TimeNew York City time, on the second Business Day immediately following the day that the such Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of notice that such LC Disbursement is $1,000,000 or more, made; provided that the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Borrowing or a Swingline Loanand, 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 LoanABR Borrowing. If the applicable Borrower fails to reimburse any LC Disbursement by the time specified above, the applicable Issuing Bank shall notify the Administrative Agent thereof, whereupon the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the such Borrower in respect of such the applicable LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such noticenotice (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 2:00 p.m., New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the such Borrower, in the same manner as provided in Section 2.06 2.04 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.04 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, such Issuing Bank shall notify the Borrower and the Administrative Agent of such LC Disbursement and of the date and amount thereof and the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time 10:00 a.m., New York City time, on any Business Day, then 4:00 p.m. 3:00 p.m., New York City time, on the next Business Day immediately following the day that the Borrower receives such notice or (ii) otherwise, 4:00 p.m. Local Time3:00 p.m., New York City time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 500,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Borrowing or a Swingline LoanLoan and, 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 ABR Borrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. (a) If an Issuing Bank shall make an LC Disbursement in respect this Agreement is terminated: (i) by either VCIF or Carlyle pursuant to Section 9.1(d), and (A) there has been publicly disclosed after the date of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying this Agreement and prior to the Administrative Agent an amount equal time of the VCIF Shareholder Meeting a Competing Proposal which is not withdrawn prior to the time of the VCIF Shareholder Meeting and (B) VCIF enters into any Tail Period Transaction within the Tail Period that is later consummated (regardless of whether such LC Disbursementconsummation happens prior to or following the expiration of the Tail Period), (ii) by ▇▇▇▇▇▇▇ pursuant to Section 9.1(e) or Section 9.1(f), in or (iii) by VCIF pursuant to Section 9.1(g), then VCIF shall pay to ▇▇▇▇▇▇▇ the currency Termination Fee by wire transfer of same day funds to the account or accounts designated by ▇▇▇▇▇▇▇ (or, A) in the case of currencies other clause (i) above, on the same day as the consummation of any Tail Period Transaction, (B) in the case of clause (ii) above, no later than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on three Business Days following the date of such LC Disbursementtermination, and (C) in the case of clause (iii) above, prior to such LC Disbursementtermination. (b) If this Agreement is terminated pursuant to Section 9.1(d) under circumstances in which the Termination Fee is not then payable to Carlyle pursuant to Section 9.4(a), not later then VCIF shall reimburse Carlyle and its Affiliates for all of their documented out-of-pocket fees and expenses (including all documented fees and expenses of counsel, financial advisor, accountants, experts and consultants to Carlyle and its Affiliates) incurred and payable by Carlyle or on its behalf in connection with or related to the authorization, preparation, investigation, negotiation, execution and performance of this Agreement and the Contemplated Transactions (the “Carlyle Expenses”), up to a maximum reimbursement payment equal to $800,000.00. Any payments required to be made under this Section 9.4(b) shall be made by wire transfer of same day funds to the account or accounts designated by Carlyle within three Business Days after VCIF’s having been notified in writing of the amounts thereof by Carlyle. (c) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that in no event shall VCIF be required to pay the Termination Fee on more than one occasion. (d) Each of the Parties acknowledges that (i) if the Borrower shall have received notice agreements contained in this Section 9.4 are an integral part of such LC Disbursement prior to 12:00 noon Local Time on any Business Daythe transactions contemplated hereby, then 4:00 p.m. on the next Business Day or (ii) otherwisethe Termination Fee and the Carlyle Expenses are not liquidated damages, 4:00 p.m. Local Timeand are not intended to compensate Carlyle for breach of this Agreement, on and (iii) without these agreements, the second Business Day following the day that the Borrower receives such notice; provided thatparties would not enter into this Agreement. In furtherance thereof, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Borrowing 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 Loan. If the Borrower VCIF fails to reimburse timely pay any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph)Section 9.4 and, and in order to obtain such payment, Carlyle commences a suit that results in a judgment against VCIF for the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent payment of any payment from amount set forth in this Section 9.4, VCIF shall pay Carlyle its costs and expenses in connection with such suit, together with interest on such amount at the Borrower pursuant to this paragraph, prime rate as published in The Wall Street Journal in effect on the Administrative Agent shall distribute date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC DisbursementLaw.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of CreditAt Closing, the Borrower Buyer shall reimburse such LC Disbursement Seller for all leasing commissions and tenant costs actually paid by paying to Seller (i) for leases (or modifications or amendments thereof) which costs become due and payable after the Administrative Agent an amount equal to such LC Disbursementexpiration of the Inspection Period, except as set forth on Exhibit “M-1” attached hereto, (ii) for leases, if any, set forth on Exhibit “D-1” hereto for which the tenant is not yet in the currency (or, in the case occupancy of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement its leased premises on the date hereof, except as set forth on Exhibit “M-1” attached hereto, and (iii) as a result of any renewal, extension or expansion of Existing Leases exercised between the expiration of the Inspection Period and the Closing Date and which are approved or deemed approved by Buyer or as to which the lessor’s consent is not required. Seller shall provide Buyer with invoices and evidence of payment of such LC Disbursement) of such LC Disbursementcosts. Buyer shall timely pay, not later than (i) if after the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day, then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Borrowing or a Swingline Loan, in an equivalent amountClosing Date, and to the extent so financedshall indemnify, the Borrower’s obligation to make such payment shall be discharged defend and replaced by the resulting Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 hold Seller harmless with respect to Revolving Loans made by such Lender (all installments of leasing commissions and Section 2.06, including tenant costs which become due and payable after the provisions with respect to interest or unpaid amounts, shall apply, mutatis mutandis, to the payment obligations expiration of the Lenders pursuant to this paragraph)Inspection Period (x) for leases (or modifications or amendments thereof) executed after the expiration of the Inspection Period which are approved or deemed approved by Buyer, (y) for leases, if any, set forth on Exhibit “D-1” hereto for which the tenant is not yet in occupancy of its leased premises on the date hereof and (z) as a result of any renewal, extension or expansion of Existing Leases exercised between the expiration of the Inspection Period and the Administrative Agent shall promptly remit Closing Date and which are approved or deemed approved by Buyer or as to which the applicable Issuing Bank lessor’s consent is not required. Tenant costs include, without limitation, tenant improvement costs and if the amounts lease so received by it from the Lenders. Promptly following receipt provides moving costs, design costs incurred by the Administrative Agent of any payment from tenant, lease buyout costs and similar tenant inducement costs provided for in the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC DisbursementExisting Leases.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Dayp.m., then 4:00 p.m. on the next Business Day or (ii) otherwise, 4:00 p.m. Local TimePacific time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, notice of such LC Disbursement is $1,000,000 or more, Disbursement; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Base Rate Revolving Loan that is an ABR Borrowing or a Swingline LoanLoan and, 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 Base Rate Revolving Borrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Lenders. If any Lender shall not have paid to the Administrative Agent its Applicable Percentage of the amount then due from the Borrower as provided in the preceding sentence, such Lender shall pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Bank at, for the first such date, the Federal Funds Effective Rate and, for each day thereafter, the Base Rate. 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 Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR a Base Rate Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the applicable Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time 10:00 a.m., New York City time, on any Business Day, then 4:00 p.m. 3:00 p.m., New York City time, on the next such Business Day or (ii) otherwise, 4:00 p.m. Local Time1:30 p.m., New York City time, on the second Business Day immediately following the day that the applicable Borrower receives such notice; provided that, that if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $US$1,000,000 or more, the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Revolving Borrowing or a Swingline Loanand, in an equivalent amount, and to the extent so financed, the applicable Borrower’s obligation to make such payment shall be discharged and replaced by the resulting LoanABR Revolving Borrowing. If the applicable Borrower fails to reimburse any LC Disbursement by the time specified above, the applicable Issuing Bank shall notify the Administrative Agent, whereupon the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the applicable Borrower in respect of such the applicable LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the applicable Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 a Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, such Issuing Bank shall notify the Borrower and the Administrative Agent of such LC Disbursement and of the date and amount thereof and the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time 10:00 a.m., New York City time, on any Business Day, then 4:00 p.m. 3:00 p.m., New York City time, on the next Business Day immediately following the day that the Borrower receives such notice or (ii) otherwise, 4:00 p.m. Local Time3:00 p.m., New York City time, on the second Business Day immediately following the day that the Borrower receives such notice; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 500,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is an ABR Borrowing or a Swingline LoanLoan and, in an equivalent amount, and to the extent so financed, the Borrower’s 's obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursements. If an Issuing Bank shall make an LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the currency (or, in the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on the date of such LC Disbursement) of such LC Disbursement, not later than (i) if the Borrower shall have received notice of such LC Disbursement prior to 12:00 noon Local Time on any Business Day10:00 a.m., then 4:00 p.m. New York City time on the next Business Day or (ii) otherwise, 4:00 p.m. Local Time, on the second Business Day immediately following the day that the Borrower receives notice of such noticeLC Disbursement; provided that, if the amount or Dollar Equivalent, as the case may be, of such LC Disbursement is $1,000,000 100,000 or more, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Revolving Loan that is with, an ABR Borrowing or a Swingline LoanLoan and, 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 ABR Borrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then due from the Borrower in respect of such the applicable LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment amount then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit 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 Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank, Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.