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, 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, 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 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 LenderXxxxxx’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 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, 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, 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 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, 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, 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 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 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 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 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, 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 HCA shall reimburse such LC Disbursement the Contractor only for actual incurred and allowable costs for the services identified in this Contract and in accordance with the Substance Use Disorder Prevention and Mental Health Promotion Services Billing Guide. The Contractor shall not xxxx and HCA shall not pay for services performed under this contract, if the contractor has charged or will charge another agency of the state of Washington or any other party for the same services. Reimbursement requests will not be approved for payment until the Contractor is current with all reporting requirements contained in this Contract. HCA shall not make any payments in advance or anticipation of the delivery of services to be provided pursuant to this Contract. All work under this Contract must end on or before the funding source end date and the final reimbursement request must be submitted to HCA within forty-five (45) calendar days after the funding source end date, except as otherwise authorized by paying either (1) written amendment of this Contract or (2) written notification from the HCA to the Administrative Agent an amount equal Contractor. Upon expiration of the Contract, any claims for payment for costs due and payable under this Contract that are incurred prior to such LC Disbursementthe expiration date must be submitted by the Contractor to HCA within sixty (60) calendar days after the Contract expiration date or within forty-five (45) calendar days after the funding source end date, in whichever comes first, except as otherwise authorized by either (1) written amendment of this Contract or (2) written notification from the currency HCA to the Contractor. The Contractor must submit invoices for costs due and payable under this contract within ninety (or90) days of the date services were provided or within sixty (60) calendar days after the Contract expiration date or within forty-five (45) calendar days after the funding source end date, in whichever comes first, except as otherwise authorized by either (1) written amendment of this Contract or (2) written notification from HCA to the case of currencies other than DollarsContractor. HCA is under no obligation to pay any claims that are submitted forty-six (46) or more days after the funding source end date, in Dollars sixty-one (61) or more calendar days after the Dollar Equivalent amount of such LC Disbursement on Contract expiration date, or ninety-one (91) or more calendar days after the date of services were provided (“Belated Claims”). HCA will pay Belated Claims at its sole discretion, and any such LC Disbursementpotential payment is contingent upon the availability of funds. Payment shall be considered timely if made by HCA within thirty (30) business days after receipt and acceptance by HCA of the properly completed invoices. Payments shall be sent to the address designated by the Contractor on page one (1) 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 this Contract. HCA may, subject to the conditions to borrowing set forth hereinat its sole discretion, request in accordance with Section 2.03 or 2.04 that such withhold 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 claimed by the resulting Loan. If the Borrower Contractor for services rendered if Contractor fails to reimburse satisfactorily comply with any LC Disbursement by the time specified above, the Administrative Agent shall notify each Lender term or condition 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 DisbursementContract.

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, 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 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 Any reimbursement of any costs and expenses by Employer to Employee under this Agreement shall make an LC Disbursement be made by Employer upon or as soon as practicable following the receipt of supporting documentation reasonably satisfactory to Employer, but in respect no event later than the close of a Letter Employee’s taxable year following the taxable year in which the cost or expense is incurred by Employee. Notwithstanding any provision of Creditthis Agreement to the contrary, the Borrower amount of expenses for which Employee is eligible to receive reimbursement during any calendar year shall reimburse such LC Disbursement not affect the amount of expenses for which Employee is eligible to receive reimbursement during any other calendar year within the Term of Employment. The Parties have executed this Agreement effective as of the date first set forth above with the intent to be legally bound by paying this Agreement. EMPLOYER EMPLOYEE T-3 Energy Services, Inc. Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxx, Xx. /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxx, Xx. Signature Title: Lead Director Xxxxxx X. Xxxxxxx Print Name Exhibit A Form of Waiver and Release Agreement T-3 Energy Services, Inc. has offered to pay me certain benefits (the Administrative Agent an amount equal “Benefits”) pursuant to such LC Disbursementmy employment agreement with T-3 Energy Services, Inc., dated as of March ___, 2009 (the “Employment Agreement”), which were offered to me in exchange for my agreement, among other things, to waive all of my claims against and release T-3 Energy Services, Inc. and its predecessors, successors and assigns (collectively referred to as the “Company”), all of the affiliates (including parents and subsidiaries) of the Company (collectively referred to as the “Affiliates”) and the Company’s and Affiliates’ directors and officers, employees and agents, insurers, employee benefit plans and the fiduciaries and agents of said plans (collectively, with the Company and Affiliates, referred to as the “Corporate Group”) from any and all claims, demands, actions, liabilities and damages arising out of or relating in any way to my employment with or separation from the Company or the Affiliates; provided, however, that this Waiver and Release shall not apply to any claim or cause of action to enforce or interpret any provision contained in the currency (or, Employment Agreement. I understand that signing this Waiver and Release is an important legal act. I acknowledge that the Company has advised me 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 writing 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 consult an attorney before signing this Waiver and Release and has given me at least 21 days from the day that I received a copy of this Waiver and Release to sign it. In exchange for the Borrower receives such notice; provided thatpayment to me of Benefits, if I, among other things, (1) agree not to xxx in any local, state and/or federal court regarding or relating in any way to my employment with or separation from the amount Company 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 amountAffiliates, and (2) knowingly and voluntarily waive all claims and release the Corporate Group from any and all claims, demands, actions, liabilities, and damages, whether known or unknown, arising out of or relating in any way 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 my employment with or separation from the Borrower in respect of such LC Disbursement and such Lender’s Applicable Percentage thereof. Promptly following receipt of such noticeCompany or the Affiliates, 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, except to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then my rights are vested under the terms of employee benefit plans sponsored by the Company or the Affiliates and except with respect to such Lenders rights or claims as may arise after the date this Waiver and such Issuing BankRelease is executed. This Waiver and Release includes, but is not limited to, claims and causes of action under: Title VII of the Civil Rights Act of 1964, as amended (“Title VII”); the Age Discrimination in Employment Act of 1967, as amended, including the Older Workers Benefit Protection Act of 1990 (“ADEA”); the Civil Rights Act of 1866, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990 (“ADA”); the Energy Reorganization Act, as amended, 42 U.S.C. §§ 5851; the Workers Adjustment and Retraining Notification Act of 1988; the Xxxxxxxx-Xxxxx Act of 2002; the Employee Retirement Income Security Act of 1974, as amended; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act; the Occupational Safety and Health Act; claims in connection with workers’ compensation or “whistle blower” statutes; and/or contract, tort, defamation, slander, wrongful termination or any other state or federal regulatory, statutory or common law. Further, I expressly represent that no promise or agreement which is not expressed in the Employment Agreement has been made to me in executing this Waiver and Release, and that I am relying on my own judgment in executing this Waiver and Release, and that I am not relying on any statement or representation of the Company, any of the Affiliates or any other member of the Corporate Group or any of their interests may appearagents. Any payment made I agree that this Waiver and Release is valid, fair, adequate and reasonable, is entered into with my full knowledge and consent, was not procured through fraud, duress or mistake and has not had the effect of misleading, misinforming or failing to inform me. Notwithstanding the foregoing, nothing contained in this Waiver and Release is intended to prohibit or restrict me in any way from (1) bringing a lawsuit against the Company to enforce the Company’s obligations under the Employment Agreement; (2) making any disclosure of information required by law; (3) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s legal, compliance or human resources officers; (4) testifying or participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization; or (5) filing any claims that are not permitted to be waived or released under applicable law (although my ability to recover damages or other relief is still waived and released to the extent permitted by law). Should any of the provisions set forth in this Waiver and Release be determined to be invalid by a Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (court, agency or other than the funding tribunal of an ABR Borrowing or a Swingline Loan as contemplated above) competent jurisdiction, it is agreed that such determination shall not constitute affect the enforceability of other provisions of this Waiver and Release. I acknowledge that this Waiver and Release and the Employment Agreement set forth the entire understanding and agreement between me and the Company or any other member of the Corporate Group concerning the subject matter of this Waiver and Release and supersede any prior or contemporaneous oral and/or written agreements or representations, if any, between me and the Company or any other member of the Corporate Group. I understand that for a Loan period of 7 calendar days following the date that I sign this Waiver and Release, I may revoke my acceptance of the offer, provided that my written statement of revocation is received on or before that seventh day by [Name], [Title], T-3 Energy Services, Inc., 0000 Xxxxxxx, Xxxxxxx, Xxxxx 00000, facsimile number: 000-000-0000, in which case the Waiver and Release will not become effective. In the event I revoke my acceptance of this offer, the Company shall not relieve the Borrower of its have no obligation to reimburse such LC Disbursement.provide me Benefits. I understand that failure to revoke my acceptance of the offer within 7 calendar days from the date I sign this Waiver and Release will result in this Waiver and Release being permanent and irrevocable. I acknowledge that I have read this Waiver and Release, have had an opportunity to ask questions and have it explained to me and that I understand that this Waiver and Release will have the effect of knowingly and voluntarily waiving any action I might pursue, including breach of contract, personal injury, retaliation, discrimination on the basis of race, age, sex, national origin, or disability and any other claims arising prior to the date of this Waiver and Release. By execution of this document, I do not waive or release or otherwise relinquish any legal rights I may have which are attributable to or arise out of acts, omissions, or events of the Company or any other member of the Corporate Group which occur after the date of the execution of this Waiver and Release. Employee’s Printed Name Company Representative Employee’s Signature Company’s Execution Date Employee’s Signature Date Employee’s Social Security Number Exhibit B Parishes of Louisiana in which Covenant Not to Compete of Section 3.3 Applies: Acadia Parish Xxxxx Xxxxxx Ascension Parish Assumption Parish Ayoyelles Parish Bearegard Parish Bienville Parish Bossier Parish Caddo Parish Calcasieu Parish Xxxxxxxx Xxxxxx Xxxxxxx Parish Catahoula Parish Claiborne Parish Concordia Parish Desoto Parish East Baton Rouge Parish East Xxxxxxx Xxxxxx East Xxxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxx Iberia Parish Iberville Parish Xxxxxxx Parish Xxxxxxxxx Xxxxxx Xxxx Xxxxx Parish Lafayette Parish Lafourche Parish Lasalle Parish Lincoln Parish Xxxxxxxxxx Parish Madison Parish Xxxxxxxxx Parish Natchitoches Parish Orleans Parish Ouachita Parish Plaquemines Parish Pointe Coupee Parish Rapides Parish Red River Parish Richland Parish Xxxxxx Xxxxxx St. Xxxxxxx Xxxxxx St. Xxxxxxx Xxxxxx St. Xxxxx Xxxxxx St. Xxxxx Xxxxxx St. Xxxx the Baptist Parish St. Landry Parish St. Xxxxxx Xxxxxx St. Xxxx Xxxxxx St. Tammany Parish Tangipahoa Parish Tensas Parish Terrebonne Parish Union Parish Vermilion Parish Xxxxxx Xxxxxx Washington Parish Webster Parish West Baton Rouge Parish West Xxxxxxx Xxxxxx West Xxxxxxxxx Xxxxxx Xxxx Xxxxxx

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 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, 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. 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 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. 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 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 LenderXxxxxx’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 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 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 CreditAt Closing, the Borrower Buyer shall reimburse such LC Disbursement Seller for all leasing commissions and tenant costs actually paid 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 Seller: (i) if for leases (or modifications or amendments thereof) executed after the Borrower shall have received notice of such LC Disbursement date hereof and prior to 12:00 noon Local Time on any Business DayClosing (including those executed after the expiration of the Inspection Period which are approved or deemed approved by Buyer under Section 5(a)), then 4:00 p.m. on the next Business Day or and (ii) otherwiseas a result of any renewal, 4:00 p.m. Local Time, on extension or expansion of Existing Leases exercised between the second Business Day following date hereof and the day that Closing Date (including those executed after the Borrower receives such notice; provided that, if expiration of the amount Inspection Period and which are approved or Dollar Equivalent, deemed approved by Buyer or as to which the case may be, lessor’s consent is not required). Seller shall provide Buyer with invoices and evidence of payment of such LC Disbursement costs. Buyer shall timely pay, after the Closing Date, and shall indemnify, defend and hold Seller harmless with respect to, all installments of leasing commissions payable to Seller’s Property Manager and any other broker and tenant costs which become due and payable after the Closing Date (x) for leases (or modifications or amendments thereof) executed after the date hereof (including those leases (or modifications or amendments thereof) executed after the expiration of the Inspection Period which are approved or deemed approved by Buyer), and (y) as a result of any renewal, extension or expansion of Existing Leases exercised between the date hereof and the Closing Date (including any renewal, extension or expansion of Existing Leases exercised after the expiration of the Inspection Period which are approved or deemed approved by Buyer or as to which the lessor’s consent is $1,000,000 or morenot required). In addition, Buyer shall assume responsibility for and timely pay, after the Borrower mayClosing Date, subject to the conditions to borrowing and shall indemnify defend and hold Seller harmless with respect to, all leasing commissions and tenant improvement costs 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, on Exhibit “G” for which 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 Buyer receives 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 Disbursementcredit at Closing.

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, 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 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 (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 Administrative Agent its Applicable Percentage Buyer for the purposes 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 Disbursementpreceding sentence.

Reimbursements. If an Issuing Bank shall make an LC Disbursement The Project, Specific Plan, and this Agreement provide benefits to all of the property in respect the Project and each of the Developers. In this regard, not all Developers have provided funding for the costs associated with the preparation of the Specific Plan, and the Developers seek a Letter mechanism to ensure that Developers that have advanced funds are reimbursed by the other Developers that are seeking to benefit from such approvals. Accordingly, in accordance with Section 65456 of Creditthe California Government Code, the Borrower Parties agree that the City shall reimburse such LC Disbursement impose a fee (the “Reimbursement Fee”) consistent with Exhibit F payable by paying the owners of property within the Project who seek land use entitlements which are required to be consistent with the Administrative Agent Specific Plan, in an amount equal to each such LC Disbursementlandowner’s fair share of the cost of preparing, adopting and/or certifying, administering (to consist of third party consultant and legal costs), and defending the Project, the Specific Plan, this Development Agreement, its EIR and all other Implementing Approvals providing benefits to the entire Project, including but not limited to Approvals relating to the establishment of the Project, the Specific Plan, the amendment of the General Plan to accommodate the Project, and the establishment of Financing Mechanisms to fund the construction, operation and maintenance of the Public Facilities and Infrastructure (the “Project Costs”), as further described and enumerated in Exhibit F. The amounts provided for in Exhibit F represent the currency (or, in current understanding of the case of currencies other than Dollars, in Dollars the Dollar Equivalent amount of such LC Disbursement on Parties as the date of such LC Disbursementthis Agreement. Project Costs, however, are continuing to accrue and will accrue following execution of this Agreement, and the Parties acknowledge and agree that the Projects Costs shall be updated monthly, or otherwise as appropriate, to reflect any additional costs that have been incurred or payments between the Parties that have been made without need for amendment of this Development Agreement, as allowed by Section 1.7.4. Developers agree that an annual interest rate of eight percent (8%) 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. commencing on the next Business Day or (ii) otherwiseEffective Date of this Agreement shall be applied to Project Costs until such Project Costs are paid, 4:00 p.m. Local Time, on which shall be included in the second Business Day following calculation of the day Reimbursement Fee. Each Developer agrees that the Borrower receives such notice; provided that, if Reimbursement Xxx is proper and agrees to pay 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 Reimbursement Fee when 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 this Agreement. Any Developer that owes Project Costs shown on Exhibit F, as updated from time to Revolving Loans made time, may satisfy their obligations by such Lender (and Section 2.06, including the provisions with respect to interest or unpaid amounts, shall apply, mutatis mutandis, making direct payments to the payment obligations of Developer that has advanced the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit Project Costs prior to the applicable Issuing Bank time that 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 paragraphReimbursement Fee would otherwise be due as provided below, and, upon such payment, the Administrative Agent Developers shall distribute such payment to provide 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 BankCity with an updated Exhibit F, 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 provided 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 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 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 appearrespectively. 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.6.21

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, 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 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 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, 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.

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 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 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 a payment to a party under this agreement is a reimbursement or indemnification of an expense or other liability incurred or to be incurred by that party, then the amount of the payment must be reduced by the amount of any input tax credit to which that party is entitled for that expense or other liability, such reduction to be effected before any increase in accordance with the previous subclause. Tax invoices Notwithstanding any other provision of this agreement, the Recipient need not make any payment for a taxable supply made by the Supplier under this agreement until the Supplier has given the Recipient a tax invoice in respect of that taxable supply. [Drafting Note – Delete if using paragraph 4 of Item 14] [Delete RED text once read] Adjustments If an Issuing Bank shall make an LC Disbursement adjustment event has occurred in respect of a Letter taxable supply made under this agreement, any party that becomes aware of Creditthe occurrence of that adjustment event must notify each other party to that taxable supply as soon as practicable, the Borrower shall reimburse such LC Disbursement by paying and all of those parties agree to the Administrative Agent take whatever steps are necessary (including to issue 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 amountadjustment note), and to make whatever adjustments are required, to ensure that any GST or additional GST on that taxable supply, or any refund of GST (or part thereof), is paid no later than 28 days after the Supplier first becomes aware that the adjustment event has occurred. Security of Payment If the Building and Construction Industry Security of Payment Act 2009 (SA) (SP Act) applies to this agreement: the SP Act prevails to the extent so financedof any inconsistency; and the parties agree to comply with the SP Act. The Contractor must immediately give the Council, by handing to the BorrowerCouncil’s obligation Representative, a copy of any notice or any written communication of any nature the Contractor receives or issues pursuant to make such payment shall be discharged and replaced by the resulting LoanSP Act. This includes a copy of any notice(s) or written communication(s) of any nature that the Contractor receives from any other party in relation to the Contract Works, including from any subcontractor or subconsultant of the Contractor. If the Borrower fails Council receives a copy of a notice or other written communication from a subcontractor or subconsultant of the Contractor indicating an intention to reimburse suspend or actually suspending any LC Disbursement aspect of the Contract Works, the Council may, in its absolute discretion, pay the subcontractor or subconsultant the whole or part of the money the subcontractor or subconsultant states that it is owed by the time specified above, Contractor and the Administrative Agent shall notify each Lender of such failure, the Dollar amount of the payment then made by the Council will be a debt 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 Contractor to the Administrative Agent its Applicable Percentage Council. The Contractor indemnifies the Council against all liabilities, damages, losses, costs and expenses (including legal costs on a full indemnity basis) incurred by the Council arising from a suspension 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, Contract Works pursuant to the payment obligations SP Act. If the Contractor suspends the whole or any part of the Lenders Contract Works pursuant to this paragraph)the SP Act, 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, then to the extent that Lenders have made payments pursuant permitted by law, the Contractor shall not be entitled to this paragraph any extension of time for Completion of the Contract Works or any adjustment of the Contract Sum. Notices A Notice must be: in writing, in English and signed by a person authorised by the sender; and hand delivered or sent by pre paid post or facsimile or electronic communication to reimburse such Issuing Bank, then to such Lenders and such Issuing Bankthe recipient’s address or facsimile number specified in the Schedule, as their interests may appearvaried by any Notice given by the recipient to the sender. Any payment made A Notice is deemed to be received: if hand delivered, on delivery; if sent by prepaid mail, two business days after posting (or seven business days after posting if posting to or from a Lender pursuant place outside Australia); if sent by facsimile, at the time and on the day shown in the sender’s transmission report, if it shows that the entire Notice was sent to the recipient’s facsimile number last Notified by the recipient to the sender; if sent by electronic communication, at the time deemed to be the time of receipt under the Electronic Transactions Xxx 0000 (Cth) if the notice was being given under a law of the Commonwealth of Australia. However if the Notice is deemed to be received on a day that is not a business day or after 5:00pm, the Notice is deemed to be received at 9:00am on the next business day. If two or more people comprise a party, Notice to one is effective Notice to all. Costs Each party must pay its own costs of preparing this paragraph agreement and any document required by it. [Drafting Note – please amend this clause if it is not correct – eg if the Council has negotiated for the Contractor to reimburse pay the Council’s costs] [Delete RED text once read] EXECUTED as an Issuing Bank for an LC Disbursement agreement By the Council SIGNED by [Insert name] under delegated authority in the presence of: Signature Signature of witness Date Name of witness (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.print)

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 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 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 61 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 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.