Common use of Disbursements, Reimbursement Clause in Contracts

Disbursements, Reimbursement. 2.9.3.1 Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Letter of Credit Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Bank's Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. 2.9.3.2 In the event of any request for a drawing on or before 11:00 a.m. under a Letter of Credit by the beneficiary or transferee thereof, the Letter of Credit Bank shall promptly notify the Agent upon such request. Provided that it shall have received such notice, the Agent will promptly notify the Borrower and each Bank thereof, and the Borrower shall be deemed to have requested that Revolving Credit Loans be made by the Banks in an amount equal to the amount so paid by the Letter of Credit Bank under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving Credit Commitment and not subject to the conditions set forth in Section 6.2 (Each Additional Loan or Letter of Credit). Any notice given by the Letter of Credit Bank or the Agent pursuant to this Section 2.9.3.2 may be oral if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 2.9.3.3 Each Bank shall upon any notice pursuant to Section 2.9.3.2 (Disbursements, Reimbursement) make available to the Agent on behalf of the Letter of Credit Bank an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the participating Banks shall (subject to Section 2.9.3.4 (Disbursements, Reimbursement)) each be deemed to have made a Revolving Credit Loan under the Base Rate Option to the Borrower in that amount. If any Bank so notified fails to make available to the Agent for the account of the Agent on behalf of the Letter of Credit Bank the amount of such Bank's Ratable Share of such amount by no later than two o'clock (2:00) p.m., Eastern time on the Drawing Date, then interest shall accrue on such Bank's obligation to make such payment from the Drawing Date to the date on which such Bank makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Credit Base Rate Option on and after the fourth day following the Drawing Date. The Agent will promptly give notice of the occurrence of the Drawing Date, but failure of the Agent to give any such notice on the Drawing Date or in sufficient time to enable any Bank to effect such payment on such date shall not relieve such Bank from its obligation under this Section 2.9.3.3. 2.9.3.4 With respect to any unreimbursed drawing that is not converted into Revolving Credit Loans under the Base Rate Option to the Borrower in whole or in part as contemplated by Section 2.9.3.2 (Disbursements, Reimbursement), the Borrower shall be deemed to have incurred from the Agent a borrowing (each a "Letter of Credit Borrowing") in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate Option. Each Bank's payment to the Agent pursuant to Section 2.9.3.3 (Disbursements, Reimbursement) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a "Participation Advance" from such Bank in satisfaction of its participation obligation under Section 2.9.3 (Disbursements, Reimbursement). 2.9.4.

Disbursements, Reimbursement. 2.9.3.1 Immediately upon the issuance of each Letter of CreditCredit and immediately upon execution of this Agreement with respect to the Letters of Credit listed on Schedules 2.9.1(A) and 2.9.1(B), each Revolving Credit Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Letter of Credit Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Bank's Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. 2.9.3.2 In the event of any request for a drawing on or before 11:00 a.m. under a Letter of Credit by the beneficiary or transferee thereof, the Letter of Credit Issuing Bank shall will promptly notify the Agent upon such requestBorrower and the Agent. Provided that it shall have received such notice, the Borrower shall reimburse the Issuing Bank (such obligation to reimburse the Issuing Bank shall sometimes be referred to as a "Reimbursement Obligation") prior to 12:00 noon, New York time, on each date that an amount is paid by the Issuing Bank under any Letter of Credit (each such date, a "Drawing Date") in an amount equal to the Dollar Equivalent of the amount so paid by the Issuing Bank. In the event the Borrower fails to reimburse the Issuing Bank for the full amount of any drawing under any Letter of Credit by 12:00 noon, New York time, on the Drawing Date, the Agent will promptly notify the Borrower and each Revolving Credit Bank thereof, and the Borrower shall be deemed to have requested that Revolving Credit Loans in the Dollar Equivalent of the amount paid by the Issuing Bank under the Letter of Credit be made by the Revolving Credit Banks in an amount equal to the amount so paid by the Letter of Credit Bank under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving Credit Commitment and not subject to the conditions set forth in Section 6.2 (Each Additional Loan or Letter of Credit)7.2 other than any notice requirements. Any notice given by the Letter of Credit Issuing Bank or the Agent pursuant to this Section 2.9.3.2 may be oral if immediately confirmed in writing; , provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 2.9.3.3 Each Bank shall upon any notice pursuant to Section 2.9.3.2 (Disbursements, Reimbursement) make available to the Agent on behalf of the Letter of Credit Bank an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the participating Banks shall (subject to Section 2.9.3.4 (Disbursements, Reimbursement)) each be deemed to have made a Revolving Credit Loan under the Base Rate Option to the Borrower in that amount. If any Bank so notified fails to make available to the Agent for the account of the Agent on behalf of the Letter of Credit Bank the amount of such Bank's Ratable Share of such amount by no later than two o'clock (2:00) p.m., Eastern time on the Drawing Date, then interest shall accrue on such Bank's obligation to make such payment from the Drawing Date to the date on which such Bank makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Credit Base Rate Option on and after the fourth day following the Drawing Date. The Agent will promptly give notice of the occurrence of the Drawing Date, but failure of the Agent to give any such notice on the Drawing Date or in sufficient time to enable any Bank to effect such payment on such date shall not relieve such Bank from its obligation under this Section 2.9.3.3. 2.9.3.4 With respect to any unreimbursed drawing that is not converted into Revolving Credit Loans under the Base Rate Option to the Borrower in whole or in part as contemplated by Section 2.9.3.2 (Disbursements, Reimbursement), the Borrower shall be deemed to have incurred from the Agent a borrowing (each a "Letter of Credit Borrowing") in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate Option. Each Bank's payment to the Agent pursuant to Section 2.9.3.3 (Disbursements, Reimbursement) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a "Participation Advance" from such Bank in satisfaction of its participation obligation under Section 2.9.3 (Disbursements, Reimbursement). 2.9.4.

Disbursements, Reimbursement. 2.9.3.1 Immediately upon the issuance of each Letter of Credit, each Bank The Co-Borrowers shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from obligated immediately to reimburse the applicable Issuing Letter of Credit Bank for all amounts which such Issuing Letter of Credit Bank is required to advance pursuant to the Letters of Credit (collectively, the "REIMBURSEMENT OBLIGATIONS"). The applicable Issuing Letter of Credit Bank will promptly notify (A) the Co-Borrowers of each demand or presentment for payment or other drawing under each Letter of Credit issued by such Issuing Letter of Credit Bank, and (B) the Agent of the amount required to be paid by such Issuing Letter of Credit Bank pursuant to each such Letter of Credit. The Agent shall promptly notify each Bank of the amount required to be paid by such Bank as a participation in result of a drawing upon such Letter of Credit and each drawing thereunder in an amount equal to such Bank's Ratable Share of if the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. 2.9.3.2 In the event of any request for a drawing on or before 11:00 a.m. under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuing Letter of Credit Bank shall promptly notify have notified the Agent upon that the Co-Borrowers have not timely reimbursed such request. Provided that it shall have received such notice, the Agent will promptly notify the Borrower and each Bank thereof, and the Borrower shall be deemed to have requested that Revolving Credit Loans be made by the Banks in an amount equal to the amount so paid by the Issuing Letter of Credit Bank under the Base Rate Option to be disbursed on the Drawing Date under for such Letter of Creditdraw. If such notice is received by a Bank before 10:00 a.m., subject to the amount of the unutilized portion of the Revolving Credit Commitment and not subject to the conditions set forth in Section 6.2 (Each Additional Loan or Letter of Credit). Any notice given by the Letter of Credit Bank or the Agent pursuant to this Section 2.9.3.2 may be oral if immediately confirmed in writing; provided that the lack of Cincinnati time, such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 2.9.3.3 Each Bank shall upon any notice pursuant to Section 2.9.3.2 (Disbursements, Reimbursement) make available to the Agent on behalf of the Letter of Credit Bank an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the participating Banks shall (subject to Section 2.9.3.4 (Disbursements, Reimbursement)) each be deemed to have made a Revolving Credit Loan under the Base Rate Option to the Borrower in that amount. If any Bank so notified fails to make available to the Agent for the account of the Agent on behalf of the Letter of Credit Bank the amount of deliver such Bank's Ratable Share of such amount payment in immediately available funds to the Agent on that Business Day. If such notice is received by no later than two o'clock (2:00) p.m.a Bank after 10:00 a.m., Eastern time Cincinnati time, such Bank shall, before 10:00 a.m., Cincinnati time, on the Drawing Datenext succeeding Business Day, then interest shall accrue on deliver to the Agent such Bank's obligation to make Ratable Share of such payment as a Revolving Credit Loan from such Bank in immediately available funds. Upon receipt of each Bank's Ratable Share of such payment, the Drawing Date Agent shall immediately deliver such Bank's Ratable Share of such payment to the date on which such Bank makes such payment (i) applicable Issuing Letter of Credit Bank. Such amounts advanced shall become, at a rate per annum equal to the Federal Funds Effective Rate during time the first three days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Credit Base Rate Option on and after the fourth day following the Drawing Date. The Agent will promptly give notice of the occurrence of the Drawing Dateamounts are advanced, but failure of the Agent to give any such notice on the Drawing Date or in sufficient time to enable any Bank to effect such payment on such date shall not relieve such Bank from its obligation under this Section 2.9.3.3. 2.9.3.4 With respect to any unreimbursed drawing that is not converted into Revolving Credit Loans under the Base Rate Option to the Borrower in whole or in part as contemplated by Section 2.9.3.2 (Disbursements, Reimbursement), the Borrower shall be deemed to have incurred from the Agent a borrowing (each a "Letter of Credit Borrowing") in the amount of such drawingBanks. Such Letter of Revolving Credit Borrowing shall be due and payable on demand (together with interest) and Loans shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate Optionset forth in Section 4.1. Each Bank's payment to the Agent pursuant to Section 2.9.3.3 (Disbursements, Reimbursement) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a "Participation Advance" from such Bank in satisfaction of its participation obligation under Section 2.9.3 (Disbursements, Reimbursement). 2.9.4.-24- 31

Disbursements, Reimbursement. 2.9.3.1 Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Letter of Credit Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Bank's Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. 2.9.3.2 In the event of any request for a drawing on or before 11:00 a.m. under a Letter of Credit by the beneficiary or transferee thereof, the Letter of Credit Bank shall promptly notify the Agent upon such request. Provided that it shall have received such notice, the Agent will promptly notify the Borrower and each Bank thereof, and the Borrower shall be deemed to have requested that Revolving Credit Loans be made by the Banks in an amount equal to the amount so paid by the Letter of Credit Bank under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving Credit Commitment and not subject to the conditions set forth in Section 6.2 (Each Additional Loan or Letter of Credit). Any notice given by the Letter of Credit Bank or the Agent pursuant to this Section 2.9.3.2 may be oral if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 2.9.3.3 Each Bank shall upon any notice pursuant to Section 2.9.3.2 (Disbursements, Reimbursement) make available to the Agent on behalf of the Letter of Credit Bank an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the participating Banks shall (subject to Section 2.9.3.4 (Disbursements, Reimbursement)) each be deemed to have made a Revolving Credit Loan under the Base Rate Option to the Borrower in that amount. If any Bank so notified fails to make available to the Agent for the account of the Agent on behalf of the Letter of Credit Bank the amount of such Bank's Ratable Share of such amount by no later than two o'clock (2:00) p.m., Eastern time on the Drawing Date, then interest shall accrue on such Bank's obligation to make such payment from the Drawing Date to the date on which such Bank makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Credit Base Rate Option on and after the fourth day following the Drawing Date. The Agent will promptly give notice of the occurrence of the Drawing Date, but failure of the Agent to give any such notice on the Drawing Date or in sufficient time to enable any Bank to effect such payment on such date shall not relieve such Bank from its obligation under this Section 2.9.3.3. 2.9.3.4 With respect to any unreimbursed drawing that is not converted into Revolving Credit Loans under the Base Rate Option to the Borrower in whole or in part as contemplated by Section 2.9.3.2 (Disbursements, Reimbursement), the Borrower shall be deemed to have incurred from the Agent a borrowing (each a "Letter of Credit Borrowing") in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate Option. Each Bank's payment to the Agent pursuant to Section 2.9.3.3 ([Disbursements, Reimbursement) ] shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a "Participation Advance" from such Bank in satisfaction of its participation obligation under Section 2.9.3 (Disbursements, Reimbursement). 2.9.4.

Disbursements, Reimbursement. 2.9.3.1 Immediately upon the issuance of each Letter of Credit, each Bank Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Letter of Credit Bank Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Bank's Lender’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. 2.9.3.2 In the event of any request for a drawing on or before 11:00 a.m. under a Letter of Credit by the beneficiary or transferee thereof, the Letter of Credit Bank shall Issuing Lender will promptly notify the Borrowers and the Administrative Agent upon such requestthereof. Provided that it shall have received such notice, the Agent will promptly notify Borrowers shall reimburse (such obligation to reimburse the Borrower and each Bank thereof, and Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the Borrower shall be deemed Issuing Lender prior to have requested 12:00 p.m. Eastern time on the first Business Day following the date that Revolving Credit Loans be made an amount is paid by the Banks in Issuing Lender under any Letter of Credit (each such date, a “Drawing Date”) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal in Dollars to the amount so paid by the Issuing Lender. 2.9.3.1 In the event the Borrowers fail to reimburse the Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit Bank under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving Credit Commitment and not subject to the conditions set forth in Section 6.2 (Each Additional Loan or Letter of Credit). Any notice given by the Letter of Credit Bank or the Agent pursuant to this Section 2.9.3.2 may be oral if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 2.9.3.3 Each Bank shall upon any notice pursuant to Section 2.9.3.2 (Disbursements, Reimbursement) make available to the Agent on behalf of the Letter of Credit Bank an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the participating Banks shall (subject to Section 2.9.3.4 (Disbursements, Reimbursement)) each be deemed to have made a Revolving Credit Loan under the Base Rate Option to the Borrower in that amount. If any Bank so notified fails to make available to the Agent for the account of the Agent on behalf of the Letter of Credit Bank the amount of such Bank's Ratable Share of such amount by no later than two o'clock (2:00) p.m., 12:00 p.m. Eastern time on the Drawing Date, then interest shall accrue on such Bank's obligation to make such payment from the Drawing Date to the date on which such Bank makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Credit Base Rate Option on and after the fourth day Business Day following the Drawing Date. The , the Administrative Agent will promptly give notice of notify each Lender thereof, and the occurrence of the Drawing Date, but failure of the Agent to give any such notice on the Drawing Date or in sufficient time to enable any Bank to effect such payment on such date shall not relieve such Bank from its obligation under this Section 2.9.3.3. 2.9.3.4 With respect to any unreimbursed drawing that is not converted into Revolving Credit Loans under the Base Rate Option to the Borrower in whole or in part as contemplated by Section 2.9.3.2 (Disbursements, Reimbursement), the Borrower Borrowers shall be deemed to have incurred from the Agent a borrowing (each a "Letter of Credit Borrowing") in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate Option. Each Bank's payment to the Agent pursuant to Section 2.9.3.3 (Disbursements, Reimbursement) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a "Participation Advance" from such Bank in satisfaction of its participation obligation under Section 2.9.3 (Disbursements, Reimbursement). 2.9.4.{N0289348 2 } 42

Disbursements, Reimbursement. 2.9.3.1 Immediately upon the issuance of each Letter of Credit, each Bank Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Letter of Credit Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Bank's Ratable Share Lender’s Applicable Percentage of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. 2.9.3.2 (i) In the event of any request for a drawing on or before 11:00 a.m. under a Letter of Credit by the beneficiary or transferee thereof, the Letter of Credit Issuing Bank shall will promptly notify the Borrower and the Administrative Agent upon such requestthereof. Provided that it shall have received such notice, the Borrower shall reimburse (such obligation to reimburse the Issuing Bank shall sometimes be referred to as a “Reimbursement Obligation”) the Issuing Bank prior to 12:00 noon on each date that an amount is paid by the Issuing Bank under any Letter of Credit (each such date, a “Drawing Date”) by paying to the Administrative Agent for the account of the Issuing Bank an amount equal to the amount so paid by the Issuing Bank. In the event the Borrower fails to reimburse the Issuing Bank (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 noon on the Drawing Date, the Administrative Agent will promptly notify the Borrower and each Bank Lender thereof, and the Borrower shall be deemed to have requested that Revolving Credit Loans be made by the Banks in an amount equal to the amount so paid by the Letter of Credit Bank Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving Credit Commitment and not subject to the conditions set forth in Section 6.2 (Each Additional Loan or Letter of Credit)4.02 other than any notice requirements. Any notice given by the Letter of Credit Administrative Agent or Issuing Bank or the Agent pursuant to this Section 2.9.3.2 2.19(c)(i) may be oral if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 2.9.3.3 (ii) Each Bank Lender shall upon any notice pursuant to Section 2.9.3.2 (Disbursements, Reimbursement2.19(c)(i) make available to the Administrative Agent on behalf for the account of the Letter of Credit Issuing Bank an amount in immediately available funds equal to its Ratable Share Applicable Percentage of the amount of the drawing, whereupon the participating Banks Lenders shall (subject to Section 2.9.3.4 (Disbursements, Reimbursement2.19(c)) each be deemed to have made a Revolving Credit an ABR Loan under the Base Rate Option to the Borrower in that amount. If any Bank Lender so notified fails to make available to the Administrative Agent for the account of the Agent on behalf of the Letter of Credit Issuing Bank the amount of such Bank's Ratable Share Lender’s Applicable Percentage of such amount by no later than two o'clock (2:00) p.m., Eastern time 2:00 p.m. on the Drawing Date, then interest shall accrue on such Bank's Lender’s obligation to make such payment payment, from the Drawing Date to the date on which such Bank Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Credit Base Rate Option on and after the fourth day following the Drawing Date. The Agent will promptly give notice of the occurrence of the Drawing Date, but failure of the Agent to give any such notice on the Drawing Date or in sufficient time to enable any Bank to effect such payment on such date shall not relieve such Bank from its obligation under this Section 2.9.3.3. 2.9.3.4 With respect to any unreimbursed drawing that is not converted into Revolving Credit Loans under the Base Rate Option to the Borrower in whole or in part as contemplated by Section 2.9.3.2 (Disbursements, Reimbursement), the Borrower shall be deemed to have incurred from the Agent a borrowing (each a "Letter of Credit Borrowing") in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate Option. Each Bank's payment to the Agent pursuant to Section 2.9.3.3 (Disbursements, Reimbursement) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a "Participation Advance" from such Bank in satisfaction of its participation obligation under Section 2.9.3 (Disbursements, Reimbursement). 2.9.4.43

Disbursements, Reimbursement. 2.9.3.1 (a) Immediately upon the issuance of each Letter of Credit, each Bank LC Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Letter of Credit LC Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Bank's Ratable LC Participant’s Pro Rata Share of the maximum face amount available to be drawn under of such Letter of Credit and the amount of such drawing, respectively. 2.9.3.2 (b) In the event of any request for a drawing on or before 11:00 a.m. under a Letter of Credit by the beneficiary or transferee thereof, the Letter of Credit LC Bank shall will promptly notify the Agent upon Administrator and the Seller of such request. Provided that it shall have received such notice, the Agent Seller shall reimburse (such obligation to reimburse the LC Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank prior to 2:00 p.m., New York time on each date that an amount is paid by the LC Bank under any Letter of Credit (each such date, a “Drawing Date”) in an amount equal to the Dollar Equivalent of the amount so paid by the LC Bank. In the event the Seller fails to reimburse the LC Bank for the full Dollar Equivalent of the amount of any drawing under any Letter of Credit by 2:00 p.m., New York time, on the Drawing Date, the LC Bank will promptly notify the Borrower and each Bank LC Participant thereof, and the Borrower Seller shall be deemed to have requested that Revolving Credit Loans a Funded Purchase be made by the Banks Purchasers in an amount equal to the amount so paid by Purchaser Group for the Letter of Credit LC Bank under and the Base Rate Option LC Participants to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving Credit Commitment and not subject to the conditions set forth in accordance with Section 6.2 (Each Additional Loan or Letter of Credit1.1(b). Any notice given by the Letter of Credit LC Bank or the Agent pursuant to this Section 2.9.3.2 1.15(b) may be oral if immediately confirmed in writing; provided that the lack of any such an immediate written confirmation shall not affect the conclusiveness or binding effect of such the oral notice. 2.9.3.3 (c) Each Bank LC Participant shall upon any notice pursuant to Section 2.9.3.2 (Disbursements, Reimbursement1.15(b) above make available to the Agent on behalf of the Letter of Credit LC Bank an amount in immediately available funds equal to its Ratable Pro Rata Share of the Dollar Equivalent of the amount of the drawing, whereupon the participating Banks shall (subject to Section 2.9.3.4 (Disbursements, Reimbursement)) each be deemed to have made a Revolving Credit Loan under the Base Rate Option to the Borrower in that amount. If any Bank LC Participant so notified fails to make available to the Agent for the account of the Agent on behalf of the Letter of Credit LC Bank the amount of such Bank's Ratable LC Participant’s Pro Rata Share of the Dollar Equivalent of such amount by no later than two o'clock (2:00) 2:00 p.m., Eastern New York time on the Drawing Date, then interest shall accrue on such Bank's LC Participant’s obligation to make such payment payment, from the Drawing Date to the date on which such Bank LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Effective Overnight Bank Funding Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Credit Base Rate Option Capital on and after the fourth day following the Drawing Date. The Agent LC Bank will promptly give notice of the occurrence of the Drawing Date, but failure of the Agent LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any Bank LC Participant to effect such payment on such date shall not relieve such Bank LC Participant from its obligation under this Section 2.9.3.3. 2.9.3.4 With respect 1.15(c); provided that such LC Participant shall not be obligated to any unreimbursed drawing that is not converted into Revolving Credit Loans under the Base Rate Option to the Borrower pay interest as provided in whole or in part as contemplated by Section 2.9.3.2 clauses (Disbursements, Reimbursement), the Borrower shall be deemed to have incurred i) and (ii) above until and commencing from the Agent date of receipt of notice from the LC Bank or the Administrator of a borrowing drawing. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (each a "A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit Borrowing") in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate Option. Each Bank's payment to the Agent pursuant to Section 2.9.3.3 (Disbursements, Reimbursement) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a "Participation Advance" from such Bank in satisfaction of its participation obligation under Section 2.9.3 (Disbursements, Reimbursement). 2.9.4.issued hereunder remains

Disbursements, Reimbursement. 2.9.3.1 (a) Immediately upon the issuance of each Letter of Credit, each Bank Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Letter of Credit Bank Issuer a participation in such each Letter of Credit and each drawing thereunder in an amount equal to such Bank's Ratable Share Xxxxxx’s Revolving Commitment Percentage of the maximum amount available to be drawn under Dollar Equivalent of the Maximum Undrawn Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. 2.9.3.2 (b) In the event of any request for a drawing on or before 11:00 a.m. under a Letter of Credit by the beneficiary or transferee thereof, the Letter of Credit Bank shall Issuer will promptly notify the Agent upon such requestand Borrowing Agent. Provided that it Regardless of whether Borrowing Agent shall have received such notice, the Agent will promptly notify the Borrower and Borrowers shall reimburse (such obligation to reimburse Issuer shall sometimes be referred to as a “Reimbursement Obligation”) Issuer prior to 12:00 Noon on each Bank thereofdate that an amount is paid by Issuer under any Letter of Credit (each such date, and the Borrower shall be deemed to have requested that Revolving Credit Loans be made by the Banks a “Drawing Date”) in an amount equal to the Dollar Equivalent of the amount so paid by Issuer (the “Dollar Equivalent Drawing Amount”). In the event Borrowers fail to reimburse Issuer for the full Dollar Equivalent Drawing Amount of any drawing under any Letter of Credit Bank under by 12:00 Noon on the Base Drawing Date, Issuer will promptly notify Agent and each Revolving Lender thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Option Loan in the amount of the Dollar Equivalent Drawing Amount be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, subject and Revolving Lenders shall be unconditionally obligated to fund such Revolving Advance (all whether or not the amount of the unutilized portion of conditions specified in Section 8.2 hereof are then satisfied or the Revolving Credit Commitment and not subject to the conditions set forth Commitments have been terminated for any reason) as provided for in Section 6.2 (Each Additional Loan or Letter of Credit)2.14(c) hereof. Any notice given by the Letter of Credit Bank or the Agent Issuer pursuant to this Section 2.9.3.2 2.14(b) may be oral if immediately promptly confirmed in writing; provided that the lack of such an immediate a confirmation shall not affect the conclusiveness or binding effect of such notice. 2.9.3.3 (c) Each Bank Revolving Lender shall upon any notice pursuant to Section 2.9.3.2 (Disbursements, Reimbursement2.14(b) hereof make available to Issuer through Agent at the Agent on behalf of the Letter of Credit Bank Payment Office an amount in immediately available funds equal to its Ratable Share Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) of the amount of the drawingDollar Equivalent Drawing Amount, whereupon the participating Banks Lenders shall (subject to Section 2.9.3.4 (Disbursements, Reimbursement)2.14(d) hereof) each be deemed to have made a Revolving Credit Advance maintained as a Domestic Rate Loan under the Base Rate Option to the Borrower Borrowers in that amount. If any Bank Revolving Lender so notified fails to make available to the Agent Agent, for the account benefit of the Agent on behalf of the Letter of Credit Bank Issuer, the amount of such Bank's Ratable Share Xxxxxx’s Revolving Commitment Percentage of such amount Dollar Equivalent Drawing Amount by no later than two o'clock (2:00) p.m., Eastern time 2:00 p.m. on the Drawing Date, then interest shall accrue on such Bank's Xxxxxx’s obligation to make such payment payment, from the Drawing Date to the date on which such Bank makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Credit Base Rate Option on and after the fourth day following the Drawing Date. The Agent will promptly give notice of the occurrence of the Drawing Date, but failure of the Agent to give any such notice on the Drawing Date or in sufficient time to enable any Bank to effect such payment on such date shall not relieve such Bank from its obligation under this Section 2.9.3.3. 2.9.3.4 With respect to any unreimbursed drawing that is not converted into Revolving Credit Loans under the Base Rate Option to the Borrower in whole or in part as contemplated by Section 2.9.3.2 (Disbursements, Reimbursement), the Borrower shall be deemed to have incurred from the Agent a borrowing (each a "Letter of Credit Borrowing") in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate Option. Each Bank's payment to the Agent pursuant to Section 2.9.3.3 (Disbursements, Reimbursement) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a "Participation Advance" from such Bank in satisfaction of its participation obligation under Section 2.9.3 (Disbursements, Reimbursement). 2.9.4.Lender 93 074658.21069/130240014v.3