Common use of Disbursements, Reimbursement Clause in Contracts

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify the Seller and each Purchaser Agent of such request. The Seller shall reimburse (such obligation to reimburse the LC Bank, the “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice (each such date for reimbursement, a “Reimbursement Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC Bank. In the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., noon (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon The Borrower shall honor its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a)first, a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using from funds on deposit in the LC Collateral Account, if availableany, and, second, from its own funds. To the extent the Borrower has not reimbursed the LC Bank any Reimbursement Obligations by noon (New York City time) on the second Business Day occurring after the applicable Drawing Date, the Borrower shall be deemed to fund have automatically requested a Loan pursuant to Section 2.01 to be funded on the second Business Day occurring after the applicable Drawing Date by noon (New York City time) in an amount equal to the amount necessary to pay any Reimbursement Obligations owing to the LC Bank without (i) the need for the delivery of any Loan Request, (ii) giving effect to any notice requirements applicable to requests for Loans hereunder or (iii) giving effect to the requirement that such Defaulting Purchaser’s Pro Rata Share of Loan be made prior to the Termination Date. The Administrative Agent and the Lenders hereby waive any notice requirements set forth in Section 2.02 in connection with any such Loan that is automatically requested in order to pay any Reimbursement Purchase) directly Obligations owing to the LC Bank. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the Reimbursement Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Loan requested by the Seller Borrower pursuant to this Section 1.14(a2.01(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify the Seller and each Purchaser Agent Borrower of such requestdrawing. The Seller Each Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank not later than (i) if the Seller such Borrower shall have received such notice of such drawing prior to 10:00 a.m., by 1:00 p.m. (New York City time) on the date of such drawing (each such date, on any Business Daya “Drawing Date”), no later than 3:00 p.m., 4:00 p.m. (New York City time, ) on such Business Day, or the Drawing Date and (ii) otherwise, noon, otherwise 12:00 noon (New York City time, ) on the Business Day immediately following the day that Drawing Date (the Seller receives date on which such notice (each such date for reimbursement, Borrower is obligated to perform a Reimbursement Obligation is referred to as a “Reimbursement Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrowers (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date LC Bank of any available amounts denominated in an amount equal the same currency as the Letter of Credit relating to such Reimbursement Obligation and then on deposit in any LC Collateral Account, (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the remittance by or on behalf of the Borrowers to the LC Bank of any other funds of the Borrowers then available for disbursement and (iii) third, by the remittance by the Administrator using funds to the LC Bank of any available amounts then on deposit in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share Account denominated in a currency other than the currency of the Letter of Credit relating to such Reimbursement Purchase) directly Obligation; provided that at the time of such remittance, such amounts shall be converted to the LC Bankcurrency of the Letter of Credit relating to such Reimbursement Obligation. In the event the Seller any Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the a Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Borrowing requested by the Seller any Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 1.2 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section 1.14 may be oral if immediately confirmed in writing; provided that the lack of such an immediate written confirmation shall not affect the conclusiveness or binding effect of such oral notice.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify and the Seller and each Purchaser Agent of such request. The Seller shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing in U.S. Dollars prior to 10:00 a.m., noon (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the U.S. Dollar Equivalent (determined as of the applicable Drawing Date) of the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Seller (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date LC Bank of any available amounts denominated in an amount equal the same currency as the Letter of Credit relating to such Reimbursement Obligation and then on deposit in any LC Collateral Account, (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the remittance by or on behalf of the Seller to the LC Bank of any other funds of the Seller then available for disbursement and (iii) third, by the remittance by the Administrator using funds to the LC Bank of any available amounts then on deposit in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share Account denominated in a currency other than the currency of the Letter of Credit relating to such Reimbursement Purchase) directly Obligation; provided, that at the time of such remittance, such amounts shall be converted to the LC Bankcurrency of the Letter of Credit relating to such Reimbursement Obligation. In the event the Seller fails to reimburse the LC Bank for the full U.S. Dollar Equivalent of the amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the Reimbursement Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been an Investment requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank 1.2 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice.

Disbursements, Reimbursement. (a) 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 Agent 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. In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank Agent will promptly notify the Administrator who will notify Borrowers. Provided that they shall have received such notice, the Seller and each Purchaser Agent of such request. The Seller Borrowers shall reimburse (such obligation to reimburse the LC Bank, the Agent shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing Agent prior to 10:00 a.m.12:00 noon, New York City Pittsburgh time, on each date that an amount is paid by the Agent under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC BankAgent. In the event the Seller fails Borrowers fail to reimburse the LC Bank Agent for the full amount of any drawing under any Letter of Credit by the applicable 12:00 noon, Pittsburgh time, on the Reimbursement Date (including because Drawing Date, the conditions precedent to a Reimbursement Purchase Agent will promptly notify each Bank thereof, and the Borrowers shall be deemed to have been requested that Revolving Credit Loans be made by the Seller Banks 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 subject to the conditions set forth in Section 6.2 [Each Additional Loan or Letter of Credit] other than any notice requirements. Any notice given by the Agent pursuant to this Section 1.14(a) to reimburse 2.8.3.2 may be oral if immediately confirmed in writing; provided that the LC lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Bank shall not upon any notice pursuant to Section 2.8.3.2 make available to the Agent 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 2.8.3.4) each be deemed to have been satisfied)made a Revolving Credit Loan under the Base Rate Option to the Borrowers in that amount. If any Bank so notified fails to make available to the Agent for the account of the Agent the amount of such Bank’s Ratable Share of such amount by no later than 2:00 p.m., Pittsburgh time, on the LC 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 Base Rate Option on and after the fourth day following the Drawing Date. The Agent will promptly notify each LC Participant thereofgive 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 2.8.3.3. With respect to any unreimbursed drawing that is not converted into Revolving Credit Loans under the Base Rate Option to the Borrowers in whole or in part as contemplated by Section 2.8.3.2, because of a Borrower’s failure to satisfy the conditions set forth in Section 6.2 [Each Additional Loan or Letter of Credit] other than any notice requirements or for any other reason, a Borrower shall be deemed to have incurred from the Agent 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 2.8.3.3 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 this Section 2.8.3.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable LC Bank will promptly notify the Administrator Agent who will notify the Seller and each Purchaser Managing Agent of such request, and the applicable LC Bank will honor such drawing if and when required pursuant to the terms of the applicable Letter of Credit (the date on which an LC Bank honors a drawing on a Letter of Credit, the “Honor Date”). The Seller shall reimburse (such obligation to reimburse the LC Bank, the “LC Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., a.m. (New York City time, ) on any Business Day, by no later than 3:00 p.m., 2:00 p.m. (New York City time, ) on such Business Day, Day or (ii) otherwise, noon, by noon (New York City time, ) on the Business Day immediately following the day that the Seller receives such notice (each such date for reimbursement, a an “LC Reimbursement Date”) in an amount equal to the amount so paid by such LC Bank; provided, however, that recourse to the Seller for the LC Bank. Upon its receipt Reimbursement Obligation shall be limited to the Collateral and all of such noticethe other rights, (i) interests and assets from time to time owned by the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation including all rights and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share interests of the Reimbursement PurchaseSeller under or in connection with the Transaction Documents). For the avoidance of doubt, no Cardinal Entity (other than the Seller) directly to or any other account party on a Letter of Credit (unless such account party is the LC Bank. In the event the Seller fails Seller) shall have any obligation to reimburse the LC Bank or any other Person for the full amount of any a drawing under any a Letter of Credit by the applicable time, on or shall otherwise be required to fund or perform the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by Obligation hereunder on behalf of the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereofor otherwise.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable LC Bank will promptly notify the Administrator who will notify the Seller and Administrator, each Purchaser Agent and the Seller of such request, which notice may be made orally if promptly confirmed in writing. The Seller shall reimburse (such obligation to reimburse the applicable LC Bank, the “Reimbursement Obligation”) the applicable LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice (each such date for reimbursement, a “Reimbursement Date”) in an amount equal to the amount so paid by the applicable LC Bank. Upon its receipt Any cash collateral held in the LC Collateral Account by or on behalf of an LC Bank in respect of a Letter of Credit shall be applied to discharge the Seller’s Reimbursement Obligation with respect thereto so long as, prior to the occurrence of a Termination Event, any remaining cash collateral with respect to that Letter of Credit equals or exceeds any undrawn amount under that Letter of Credit following such notice, (i) application. Any remaining portion of the Seller’s Reimbursement Obligation shall be funded by the Seller will be deemed to have requested that either from its own funds or from the proceeds of a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on requested by the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation Seller and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of 1.2 (subject to all the conditions precedent for such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC BankPurchases hereunder). In the event If the Seller fails to reimburse the an LC Bank for the full amount of any drawing under any a Letter of Credit by the applicable time, time on the Reimbursement Date Date, such LC Bank (including because or its Purchaser Agent) shall notify the conditions precedent to Administrator and each other Purchaser Agent of such failure. For the avoidance of doubt, any amount paid by an LC Bank in satisfaction of a Reimbursement Purchase deemed to have been requested by drawing under a Letter of Credit shall constitute Capital of such LC Bank for all purposes hereof until such time as the Seller pursuant to this satisfies its Reimbursement Obligation with respect thereto or such Capital is repaid in accordance with Section 1.14(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof1.4.

Disbursements, Reimbursement. (ai) Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Xxxxxx’s Applicable Percentage of the LC Exposure (as in effect from time to time) and the amount of such drawing, respectively. (ii) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Issuing Bank will promptly notify the Administrator who will notify the Seller Administrative Agent and each Purchaser Agent Borrower Representative. Regardless of whether Borrower Representative shall have received such request. The Seller notice, Borrowers shall reimburse (such obligation to reimburse the LC Bank, the Issuing Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Issuing Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 1:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day each date that the Seller receives such notice an amount is paid by Issuing Bank under any Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount such LC Disbursement so paid by the LC Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC Issuing Bank. In the event the Seller fails Borrowers fail to reimburse the LC Issuing Bank for the full amount of any drawing under any Letter of Credit by the applicable 1:00 p.m., New York time, on the Reimbursement Date (including because the conditions precedent to Drawing Date, Issuing Bank will promptly notify Administrative Agent and each Lender holding a Reimbursement Purchase Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Loan in an amount equal to such payment to be maintained as an ABR Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Commitments shall be unconditionally obligated to fund such Revolving Loan (all whether or not the conditions specified in Section 4.02 are then satisfied or the commitments of Lenders to make Revolving Loans hereunder have been requested terminated for any reason) as provided for in Section 2.06(d)(iii) below. Any notice given by the Seller Issuing Bank pursuant to this Section 1.14(a2.06(d)(ii) to reimburse may be oral if promptly confirmed in writing; provided that the LC Bank lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. (iii) Each Lender holding a Commitment shall upon any notice pursuant to Section 2.06(d)(ii) make available to Issuing Bank through Administrative Agent at the Payment Office an amount in immediately available funds equal to its Applicable Percentage (subject to any contrary provisions of Section 2.20) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.06(d)(iv)) each be deemed to have been satisfied)made a Revolving Loan maintained as an ABR Loan to Borrowers in that amount. If any Lender holding a Commitment so notified fails to make available to Administrative Agent, for the benefit of Issuing Bank, the LC amount of such Lender’s Applicable Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (1) at a rate per annum equal to the Overnight Bank will promptly notify each LC Participant thereof.Funding Rate during the first three (3) days following the Drawing Date and (2) at a rate per annum equal to the rate applicable to Revolving Loans maintained as an ABR Loan on and after the fourth

Disbursements, Reimbursement. (a) 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 Agent 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. In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank Agent will promptly notify the Administrator who will notify Borrower. Provided that it shall have received such notice, the Seller and each Purchaser Agent of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the “Agent shall sometimes be referred to as a "Reimbursement Obligation”") the LC Bank (i) if the Seller shall have received notice of such drawing Agent prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, 12:00 noon, New York City time, Pittsburgh time on each date that an amount is paid by the Business Day immediately following the day that the Seller receives such notice Agent under any Letter of Credit (each such date for reimbursementdate, a “Reimbursement "Drawing Date”") in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC BankAgent. In the event the Seller Borrower fails to reimburse the LC Bank Agent for the full amount of any drawing under any Letter of Credit by the applicable 12:00 noon, Pittsburgh time, on the Reimbursement Date (including because Drawing Date, the conditions precedent to a Reimbursement Purchase Agent will promptly notify each Bank thereof, and the Borrower shall be deemed to have been requested that Revolving Credit Facility A Loans be made by the Seller Banks under Revolving Credit Facility A at 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 Facility A Commitment and subject to the conditions set forth in Section 0 [Each Additional Loan] other than any notice requirements. Any notice given by the Agent pursuant to this Section 1.14(a) to reimburse 0 may be oral if immediately confirmed in writing; provided that the LC lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Bank shall upon any notice pursuant to Section 0 make available to the Agent 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 0) each be deemed to have made a Revolving Credit Loan under Revolving Credit Facility A at 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 the amount of such Bank's Ratable Share of such amount by no later than 2:00 p.m., Pittsburgh 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 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 have been satisfied)relieve such Bank from its obligation under this Section 0. With respect to any unreimbursed drawing that is not converted into Revolving Credit Loans under Revolving Credit Facility A at the Base Rate Option to the Borrower in whole or in part as contemplated by Section 0, because of the Borrower's failure to satisfy the conditions set forth in Section 0 [Each Additional Loan] other than any notice requirements or for any other reason, the LC 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 0 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 will promptly notify each LC Participant thereof.in satisfaction of its participation obligation under this Section 0. Repayment of Participation Advances. Upon (and only upon) receipt by the Agent for its account of immediately

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify and the Seller and each Purchaser Agent Borrower of such requestdrawing. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank not later than (i) if the Seller Borrower shall have received such notice of such drawing prior to 10:00 a.m., by 1:00 p.m. (New York City time) on the date of such drawing (each such date, on any Business Daya “Drawing Date”), no later than 3:00 p.m., 4:00 p.m. (New York City time, ) on such Business Day, or the Drawing Date and (ii) otherwise, noon, otherwise 12:00 noon (New York City time, ) on the Business Day immediately following the day that Drawing Date (the Seller receives such notice (each such date for reimbursement, on which the Borrower is obligated to perform a Reimbursement Obligation is referred to as a “Reimbursement Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrower (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date LC Bank of any available amounts denominated in an amount equal the same currency as the Letter of Credit relating to such Reimbursement Obligation and then on deposit in any LC Collateral Account, (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the remittance by or on behalf of the Borrower to the LC Bank of any other funds of the Borrower then available for disbursement and (iii) third, by the remittance by the Administrator using funds to the LC Bank of any available amounts then on deposit in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share Account denominated in a currency other than the currency of the Letter of Credit relating to such Reimbursement Purchase) directly Obligation; provided that at the time of such remittance, such amounts shall be converted to the LC Bankcurrency of the Letter of Credit relating to such Reimbursement Obligation. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, time on the a Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Borrowing requested by the Seller Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 1.2 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section 1.14 may be oral if immediately confirmed in writing; provided that the lack of such an immediate written confirmation shall not affect the conclusiveness or binding effect of such oral notice.

Disbursements, Reimbursement. (a) In Borrower shall be obligated immediately to reimburse the event of any request for a drawing under a applicable Issuing Letter of Credit Bank (each a "Reimbursement Obligation") for all amounts which such Issuing Letter of Credit Bank is required to pay pursuant to the Letters of Credit issued by such Issuing Letter of Credit Bank on or before the beneficiary or transferee thereofdate on which the applicable Issuing Letter of Credit Bank is required to make payment with respect to a draft presented thereunder; provided, however, that a Reimbursement Obligation with respect to a Documentary Letter of Credit time draft which has been accepted for payment by an Issuing Letter of Credit Bank shall not arise until the LC date on which the applicable Issuing Letter of Credit Bank is obligated to make a payment with respect to such draft which it has accepted for payment. The applicable Issuing Letter of Credit Bank will promptly notify (A) the Administrator who will notify Borrower of each demand or presentment for payment or draft accepted for payment or other drawing under each Letter of Credit issued by such Issuing Letter of Credit Bank, and (B) the Seller and each Purchaser Administrative Agent of the amount required to be paid by such requestIssuing Letter of Credit Bank pursuant to each such Letter of Credit. The Seller Administrative Agent shall reimburse (promptly notify each Bank of the amount required to be paid by such obligation to reimburse the LC Bank, the “Reimbursement Obligation”) the LC Bank (i) as a result of a drawing upon such Letter of Credit if the Seller applicable Issuing Letter of Credit Bank shall have notified the Administrative Agent that the Borrower has not timely reimbursed such Issuing Letter of Credit Bank for such draw. If such notice is received notice by a Bank before 1:00 p.m., Columbus, Ohio time, such Bank shall deliver such Bank's Ratable Share of such drawing prior payment in immediately available funds to the Administrative Agent on that Business Day. If such notice is received by a Bank after 1:00 p.m., Columbus, Ohio time, such Bank shall before 10:00 a.m., New York City timeColumbus, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City Ohio time, on the next succeeding Business Day immediately following the day that the Seller receives such notice (each such date for reimbursement, a “Reimbursement Date”) in an amount equal deliver to the amount so paid by the LC Administrative Agent such Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata 's Ratable Share of such Reimbursement Purchase (or, payment as a Revolving Credit Loan from such Bank in the case immediately available funds. Upon receipt of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata each Bank's Ratable Share of such payment, the Reimbursement Purchase) directly Administrative Agent shall immediately deliver such Bank's Ratable Share of such payment to the LC Bank. In the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any applicable Issuing Letter of Credit by the applicable time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereofBank.

Disbursements, Reimbursement. Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Issuer a participation in each Letter of Credit and each drawing thereunder in an amount equal to such Xxxxxx's Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (aas in effect from time to time) and the amount of such drawing, respectively. In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank Issuer will promptly notify the Administrator who will notify the Seller Agent and each Purchaser Agent of such requestBorrowing Agent. The Seller Borrowers shall reimburse (such obligation to reimburse the LC Bank, the “Issuer shall sometimes be referred to as a "Reimbursement Obligation”") the LC Bank (i) if the Seller shall have received notice of such drawing Issuer prior to 10:00 a.m., New York City time12:00 Noon, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on before the first Business Day immediately following the day that the Seller receives such notice after an amount is paid by Issuer under any Letter of Credit (each such date for reimbursementdate, a “Reimbursement "Drawing Date”") in an amount equal to the amount so paid by Issuer and in the LC Bank. Upon its receipt currency in which such Letter of such notice, Credit is denominated (i) the Seller will be deemed it being understood that any amount not paid by Borrowers prior to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made 12:00 Noon on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be date payment is made by Issuer shall bear interest at the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, rate applicable to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC BankDomestic Rate Loans). In the event the Seller fails Borrowers fail to reimburse the LC Bank Issuer for the full amount of any drawing under any Letter of Credit by the applicable time12:00 Noon, on the Reimbursement Date (including because the conditions precedent to Drawing Date, Issuer will promptly notify Agent and each Lender holding a Reimbursement Purchase Revolving Commitment thereof, and Borrowers shall be automatically deemed to have been requested that a Revolving Advance maintained as a Domestic Rate Loan (and, if the Letter of Credit was denominated in an Optional Currency, in the Dollar Equivalent amount paid by the Seller Issuer in such other currency on the Drawing Date thereof) be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 are then satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason) as provided for in Section 2.14(c) immediately below. Any notice given by Issuer pursuant to this Section 1.14(a2.14(b) -80- may be oral if promptly confirmed in writing; provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) make available to Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22) of the amount of the drawing (and, if the Letter of Credit was denominated in an Optional Currency, in the Dollar Equivalent amount paid by the Issuer in such other currency on the Drawing Date thereof), whereupon the participating Lenders shall (subject to Section 2.14(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of Issuer, the amount of such Xxxxxx's Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender's obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the Drawing Date. Agent and Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in Section 2.14(c)(i) and (ii) until and commencing from the date of receipt of notice from Agent or Issuer of a drawing. With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b), because of Borrowers' failure to satisfy the conditions set forth in Section 8.2 hereof (other than any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a "Letter of Credit Borrowing") in the amount of such drawing (and, if the Letter of Credit was denominated in an Optional Currency, in the Dollar Equivalent amount paid by the Issuer in such other currency on the Drawing Date thereof). 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 a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender's payment to Agent pursuant to Section 2.14(c) 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 Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14. Each applicable Lender's Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncancelled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit. Notwithstanding anything contained herein to the contrary, any Revolving Advance made to fund a payment or disbursement with respect to any Letter of Credit denominated in an Optional Currency will be in Dollars. Borrowers hereby indemnify Issuer for any losses, costs, expenses and damages (the "Currency Losses") that Issuer suffers as a result of the failure of Borrowers to reimburse Issuer in the LC Bank applicable Optional Currency as required pursuant to Section 2.14(b) for any payment or disbursement made by Issuer in such Optional Currency. Without limiting the foregoing, all Currency Losses shall not have been satisfied), include interest on any unreimbursed payment or distribution by Issuer in an Optional Currency at a rate reasonably determined by Issuer as a rate comparable to the LC Bank will promptly notify each LC Participant thereofcurrent rate on Domestic Rate Loans.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable LC Bank will promptly notify the Administrator Agent who will notify the Seller Sellers and each Purchaser Managing Agent of such request, and the applicable LC Bank will honor such drawing if and when required pursuant to the terms of the applicable Letter of Credit (the date on which an LC Bank honors a drawing on a Letter of Credit, the “Honor Date”). The Seller Sellers shall reimburse (such obligation to reimburse the LC Bank, the “LC Reimbursement Obligation”) the LC Bank (i) if the Seller Sellers shall have received notice of such drawing prior to 10:00 a.m., a.m. (New York City time, ) on any Business Day, by no later than 3:00 p.m., 2:00 p.m. (New York City time, ) on such Business Day, Day or (ii) otherwise, noon, by noon (New York City time, ) on the Business Day immediately following the day that the Seller receives Sellers receive such notice (each such date for reimbursement, a an “LC Reimbursement Date”) in an amount equal to the amount so paid by such LC Bank; provided, however, that recourse to the Sellers for the LC Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject shall be limited to the limitations set forth in Section 1.1(a)Collateral and all of the other rights, a Reimbursement Purchase will be made interests and assets from time to time owned by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase Sellers (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share including all rights and interests of the Reimbursement PurchaseSellers under or in connection with the Transaction Documents). For the avoidance of doubt, no Cardinal Entity (other than the Sellers) directly to the LC Bank. In the event the Seller fails or any other account party on a Letter of Credit (unless such account party is a Seller) shall have any obligation to reimburse the LC Bank or any other Person for the full amount of any a drawing under any a Letter of Credit by the applicable time, on the Reimbursement Date (including because the conditions precedent or shall otherwise be required to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse fund or perform the LC Bank shall not have been satisfied), Reimbursement Obligation hereunder on behalf of the LC Bank will promptly notify each LC Participant thereofSellers or otherwise.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation in such Letter of Credit and each drawing thereunder in a Dollar Equivalent amount equal to such Lender's Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. 2.7.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank Issuing Lender will promptly notify the Administrator who will notify Lead Borrower and the Seller and Administrative Agent thereof. Provided that the Lead Borrower shall have received such notice by 10:00 a.m. on a date that an amount is paid by the Issuing Lender under any Letter of Credit (each Purchaser Agent of such request. The Seller date, a “Drawing Date”), the Lead Borrower shall reimburse (such obligation to reimburse the LC Bank, the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing Issuing Lender prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 p.m., New York City time, 12:00 noon on such Business Day, or (ii) otherwise, noon, New York City time, on Drawing Date by paying to the Business Day immediately following Administrative Agent for the day that account of the Seller receives such notice (each such date for reimbursement, a “Reimbursement Date”) in Issuing Lender an amount equal to the amount so paid by the LC BankIssuing Lender in the same currency as paid, unless otherwise required by the Administrative Agent or the Issuing Lender. Upon its receipt of If the Lead Borrower does not receive such noticenotice until after 10:00 a.m. on a Drawing Date, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made Lead Borrower shall reimburse the Issuing Lender no later than 12:00 noon on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) next Business Day after the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC BankDrawing Date. In the event the Seller Lead Borrower fails to timely reimburse the LC Bank Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by the applicable time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied)Credit, the LC Bank Administrative Agent will promptly notify each LC Participant Lender thereof., and the Lead Borrower shall be deemed to have requested that Revolving Credit Loans in the Dollar Equivalent amount of such drawing be made 223667699

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Xxxxxx’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank Issuing Lender will promptly notify the Administrator who will notify Borrowers and the Seller and each Purchaser Administrative Agent of thereof. Provided that it shall have received such request. The Seller notice, the Borrowers shall reimburse (such obligation to reimburse the LC Bank, the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing Issuing Lender prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, 12:00 p.m. Eastern time on the first Business Day immediately following the day date that an amount is paid by the Seller receives such notice Issuing Lender under any Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in 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 LC BankIssuing Lender. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC Bank. 2.9.3.1 In the event the Seller fails Borrowers fail to reimburse the LC Bank Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by the applicable time, 12:00 p.m. Eastern time on the Reimbursement Date (including because first Business Day following the conditions precedent to a Reimbursement Purchase Drawing Date, the Administrative Agent will promptly notify each Lender thereof, and the Borrowers shall be deemed to have been requested that Revolving Credit Loans be made by the Seller Lenders under the Base Rate Option to be disbursed on the first Business Day following the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving Credit Commitment and subject to the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements. Any notice given by the Administrative Agent or Issuing Lender pursuant to this Section 1.14(a) to reimburse 2.9.3.1 may be oral if immediately confirmed in writing; provided that the LC Bank lack of such an immediate confirmation shall not have been satisfied), affect the LC Bank will promptly notify each LC Participant thereofconclusiveness or binding effect of such notice.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender's Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively, in each case in the currency in which each Letter of Credit is issued. 2.9.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank Issuing Lender will promptly notify the Administrator who will notify Borrower and the Seller and each Purchaser Administrative Agent of thereof. Provided that it shall have received such request. The Seller notice, the Borrower shall reimburse (such obligation to reimburse the LC Bank, the “Issuing Lender shall sometimes be referred to as a "Reimbursement Obligation”") the LC Bank (i) if the Seller shall have received notice of such drawing Issuing Lender prior to 10:00 a.m., New York City time, 12:00 noon on each date that an amount is paid by the Issuing Lender under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement "Drawing Date”") in by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the LC Bank. Upon its receipt of such noticeIssuing Lender in the same currency as paid, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made unless otherwise required by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in Administrative Agent or the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC BankIssuing Lender. In the event the Seller Borrower fails to reimburse the LC Bank Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by the applicable time, 2:00 p.m. on the Reimbursement Date (including because Drawing Date, the conditions precedent to a Reimbursement Purchase Administrative Agent will promptly notify each Lender thereof, and the Borrower shall be deemed to have been requested that Revolving Credit Loans in U.S. Dollars (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount to the amount paid by the Seller Issuing Lender in such other currency on the Drawing Date thereof) be made by the 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 subject to the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements. Any notice given by the Administrative Agent or Issuing Lender pursuant to this Section 1.14(a) to reimburse 2.9.3.1 may be oral if immediately confirmed in writing; provided that the LC Bank lack of such an immediate confirmation shall not have been satisfiedaffect the conclusiveness or binding effect of such notice. 2.9.3.2 Each Lender shall upon any notice pursuant to Section 2.9.3.1 make available to the Administrative Agent for the account of the Issuing Lender an amount in Dollars in immediately available funds equal to its Ratable Share of the amount of the drawing (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount to the amount paid by the Issuing Lender in such other currency on the Drawing Date thereof), whereupon the LC Bank will promptly notify participating Lenders shall (subject to Section 2.9.3 [Disbursements; Reimbursement]) each LC Participant thereof.be deemed to have made a Revolving Credit Loan under the Base Rate Option to the Borrower in that amount. If any Lender so notified fails to make available to the Administrative Agent for the account of the Issuing Lender the amount of such Lender's Ratable Share of such amount by no later than

Disbursements, Reimbursement. (ai) Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Revolving Lender’s Applicable Percentage of the LC Exposure (as in effect from time to time) and the amount of such drawing, respectively. (ii) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Issuing Bank will promptly notify Administrative Agent and the Administrator who will notify Borrower Representative. Regardless of whether the Seller and each Purchaser Agent of Borrower Representative shall have received such request. The Seller notice, U.S. Borrowers shall reimburse (such obligation to reimburse the LC Bank, the Issuing Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Issuing Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 1:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day each date that the Seller receives such notice an amount is paid by Issuing Bank under any Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount such LC Disbursement so paid by the LC Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC Issuing Bank. In the event the Seller fails U.S. Borrowers fail to reimburse the LC Issuing Bank for the full amount of any drawing under any Letter of Credit by the applicable 1:00 p.m., New York time, on the Reimbursement Date (including because the conditions precedent to Drawing Date, Issuing Bank will promptly notify Administrative Agent and each Revolving Lender holding a Reimbursement Purchase Revolving Commitment thereof, and U.S. Borrowers shall be automatically deemed to have requested that a U.S. Revolving Loan in an amount equal to such payment to be maintained as an ABR Revolving Loan be made by Revolving Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Revolving Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Loan (all whether or not the conditions specified in Section 4.02 are then satisfied or the commitments of Lenders to make Revolving Loans hereunder have been requested terminated for any reason) as provided for in Section 2.06(d)(iii) below. Any notice given by the Seller Issuing Bank pursuant to this Section 1.14(a2.06(d)(ii) to reimburse may be oral if promptly confirmed in writing; provided that the LC Bank lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. (iii) Each Revolving Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.06(d)(ii) make available to Issuing Bank through Administrative Agent at the Payment Office an amount in immediately available funds equal to its Applicable Percentage (subject to any contrary provisions of Section 2.20) of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 2.06(d)(iv)) each be deemed to have been satisfied)made a U.S. Revolving Loan maintained as an ABR Revolving Loan to U.S. Borrowers in that amount. If any Revolving Lender holding a Revolving Commitment so notified fails to make available to Administrative Agent, for the benefit of Issuing Bank, the LC Bank will promptly notify each LC Participant thereof.amount of such Revolving Lender’s Applicable Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Drawing Date to the date on which such Revolving Lender makes such payment (1) at a rate per annum

Disbursements, Reimbursement. (a) In Immediately upon the event issuance of any request for each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Issuer a drawing under a participation in such Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify the Seller and each Purchaser Agent of such request. The Seller shall reimburse (such obligation to reimburse the LC Bank, the “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice (each such date for reimbursement, a “Reimbursement Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date thereunder in an amount equal to such Reimbursement Obligation Revolving Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. Immediately upon the issuance of any Roll-Up Letter of Credit (including any deemed issuance of a Roll-Up Letter of Credit pursuant to Section 2.11(c)) other than the WTC Letter of Credit, each Roll-Up Lender shall be deemed to, and hereby agrees to, have irrevocably purchased from the Issuer a participation in such Roll-Up Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Roll-Up Commitment Percentage of the maximum amount which is or at any time may become available to be drawn thereunder and the amount of such drawing, respectively. Immediately upon the issuance of the WTC Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Issuer a participation in such WTC Letter of Credit and each drawing thereunder in an amount equal to such Lender’s L/C Commitment Percentage of the Maximum Undrawn Amount of such WTC Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. Each Borrower, with respect to each Existing Roll-Up L/C and Roll-Up Letter of Credit, hereby (1) represents, warrants, agrees, covenants and reaffirms that it has no (and it permanently and irrevocably waives and releases Agent, Issuer and Lenders from any, to the extent arising on or prior to the Closing Date with respect to the relevant Existing Roll- Up L/C) defense, set off, claim or counterclaim against Agent, Issuer or any Lender in regard to its obligations in respect of any such participation in a Roll-Up Letter of Credit or any drawings honored thereunder, and (ii2) affirms its obligation to pay such participations, and any amounts owed (whether or not then due and payable, and including all interest and fees accrued under the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject Pre-Petition ABL Credit Agreement to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by Closing Date with respect to the Purchasers in relevant Existing Roll-Up L/C) with respect to each related Purchaser Group Roll-Up Letter of Credit in accordance with Section 1.1(a) by delivering its Pro Rata Share the terms and conditions of such Reimbursement Purchase (or, in this Agreement and the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC Bank. In the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereofOther Documents.

Disbursements, Reimbursement. (a) In Borrower shall be obligated immediately to reimburse the event of any request for a drawing under a applicable Issuing Letter of Credit Bank (each a "Reimbursement Obligation") for all amounts which such Issuing Letter of Credit Bank is required to pay pursuant to the Letters of Credit issued by such Issuing Letter of Credit Bank on or before the beneficiary or transferee thereofdate on which the applicable Issuing Letter of Credit Bank is required to make payment with respect to a draft presented thereunder; provided, however, that a Reimbursement Obligation with respect to a Documentary Letter of Credit time draft which has been accepted for payment by an Issuing Letter of Credit Bank shall not arise until the LC date on which the applicable Issuing Letter of Credit Bank is obligated to make a payment with respect to such draft which it has accepted for payment. The applicable Issuing Letter of Credit Bank will promptly notify (A) the Administrator who will notify Borrower of each demand or presentment for payment or draft accepted for payment or other drawing under each Letter of Credit issued by such Issuing Letter of Credit Bank, and (B) the Seller and each Purchaser Administrative Agent of the amount required to be paid by such requestIssuing Letter of Credit Bank pursuant to each such Letter of Credit. The Seller Administrative Agent shall reimburse (promptly notify each Revolving Credit Bank of the amount required to be paid by such obligation to reimburse the LC Bank, the “Reimbursement Obligation”) the LC Revolving Credit Bank (i) as a result of a drawing upon such Letter of Credit if the Seller applicable Issuing Letter of Credit Bank shall have notified the Administrative Agent that the Borrower has not timely reimbursed such Issuing Letter of Credit Bank for such draw. If such notice is received notice by a Revolving Credit Bank before 1:00 p.m., Columbus, Ohio time, such Revolving Credit Bank shall deliver such Revolving Credit Bank's Ratable Share of such drawing prior payment in immediately available funds to the Administrative Agent on that Business Day. If such notice is received by a Revolving Credit Bank after 1:00 p.m., Columbus, Ohio time, such Revolving Credit Bank shall before 10:00 a.m., New York City timeColumbus, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City Ohio time, on the next succeeding Business Day immediately following the day that the Seller receives such notice (each such date for reimbursement, a “Reimbursement Date”) in an amount equal deliver to the amount so paid by the LC Administrative Agent such Revolving Credit Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata 's Ratable Share of such Reimbursement Purchase (or, payment as a Revolving Credit Loan from such Revolving Credit Bank in the case immediately available funds. Upon receipt of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata each Revolving Credit Bank's Ratable Share of such payment, the Reimbursement Purchase) directly Administrative Agent shall immediately deliver such Revolving Credit Bank's Ratable Share of such payment to the LC Bank. In the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any applicable Issuing Letter of Credit by the applicable time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereofBank.

Disbursements, Reimbursement. (ai) Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Revolving Lender’s Applicable Percentage of the LC Exposure (as in effect from time to time) and the amount of such drawing, respectively. (ii) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Issuing Bank will promptly notify Administrative Agent and the Administrator who will notify Borrower Representative. Regardless of whether the Seller and each Purchaser Agent of Borrower Representative shall have received such request. The Seller notice, U.S. Borrowers shall reimburse (such obligation to reimburse the LC Bank, the Issuing Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Issuing Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 1:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day each date that the Seller receives such notice an amount is paid by Issuing Bank under any Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount such LC Disbursement so paid by the LC Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC Issuing Bank. In the event the Seller fails U.S. Borrowers fail to reimburse the LC Issuing Bank for the full amount of any drawing under any Letter of Credit by the applicable 1:00 p.m., New York time, on the Reimbursement Date (including because the conditions precedent to Drawing Date, Issuing Bank will promptly notify Administrative Agent and each Revolving Lender holding a Reimbursement Purchase Revolving Commitment thereof, and U.S. Borrowers shall be automatically deemed to have requested that a U.S. Revolving Loan in an amount equal to such payment to be maintained as an ABR Revolving Loan be made by Revolving Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Revolving Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Loan (all whether or not the conditions specified in Section 4.02 are then satisfied or the commitments of Lenders to make Revolving Loans hereunder have been requested terminated for any reason) as provided for in Section 2.06(d)(iii) below. Any notice given by the Seller Issuing Bank pursuant to this Section 1.14(a2.06(d)(ii) to reimburse may be oral if promptly confirmed in writing; provided that the LC Bank lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. (iii) Each Revolving Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.06(d)(ii) make available to Issuing Bank through Administrative Agent at the Payment Office an amount in immediately available funds equal to its Applicable Percentage (subject to any contrary provisions of Section 2.20) of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 2.06(d)(iv)) each be deemed to have been satisfied)made a U.S. Revolving Loan maintained as an ABR Revolving Loan to U.S. Borrowers in that amount. If any Revolving Lender holding a Revolving Commitment so notified fails to make available to Administrative Agent, for the benefit of Issuing Bank, the LC Bank will promptly notify each LC Participant thereof.amount of such Revolving Lender’s Applicable Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Drawing Date to the date on which such Revolving Lender makes such payment (1) at a rate per annum equal to the Fed Funds Rate during the first three (3) days following the Drawing Date and (2) at a rate per annum equal to the rate applicable to U.S. Revolving Loans maintained as an ABR Revolving Loan on

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify and the Seller and each Purchaser Agent of such request. The Seller shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing in U.S. Dollars prior to 10:00 a.m., noon (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the U.S. Dollar Equivalent (determined as of the applicable Drawing Date) of the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Seller (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date LC 745381243 05109795751949792 00000000 Bank of any available amounts denominated in an amount equal the same currency as the Letter of Credit relating to such Reimbursement Obligation and then on deposit in any LC Collateral Account, (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the remittance by or on behalf of the Seller to the LC Bank of any other funds of the Seller then available for disbursement and (iii) third, by the remittance by the Administrator using funds to the LC Bank of any available amounts then on deposit in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share Account denominated in a currency other than the currency of the Letter of Credit relating to such Reimbursement Purchase) directly Obligation; provided, that at the time of such remittance, such amounts shall be converted to the LC Bankcurrency of the Letter of Credit relating to such Reimbursement Obligation. In the event the Seller fails to reimburse the LC Bank for the full U.S. Dollar Equivalent of the amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the Reimbursement Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been an Investment requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank 1.2 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable LC Bank will promptly notify the Administrator Agent who will notify the Seller and each Purchaser Managing Agent of such request, and the applicable LC Bank will honor such drawing if and when required pursuant to the terms of the applicable Letter of Credit (the date on which an LC Bank honors a drawing on a Letter of Credit, the “Honor Date”). The Seller shall reimburse (such obligation to reimburse the LC Bank, the “LC Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., a.m. (New York City time, ) on any Business Day, by no later than 3:00 p.m., 2:00 p.m. (New York City time, ) on such Business Day, Day or (ii) otherwise, noon, by noon (New York City time, ) on the Business Day immediately following the day that the Seller receives such notice (each such date for reimbursement, a an “LC Reimbursement Date”) in an amount equal to the amount so paid by such LC Bank; provided, however, that recourse to the Seller for the LC Bank. Upon its receipt Reimbursement Obligation shall be limited to the Collateral and all of such noticethe other rights, (i) interests and assets from time to time owned by the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation including all rights and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share interests of the Reimbursement PurchaseSeller under or in connection with the Transaction Documents). For the avoidance of doubt, no Cardinal Entity (other than the Seller) directly to or any other account party on a Letter of Credit (unless such account party is the LC Bank. In the event the Seller fails Seller) shall have any obligation to reimburse the LC Bank or any other Person for the full amount of any a drawing under any a Letter of Credit by or shall otherwise be required to fund or perform the applicable time, LC Reimbursement Obligation hereunder on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by behalf of the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereofor otherwise.

Disbursements, Reimbursement. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Issuer a participation in each Letter of Credit and each drawing thereunder in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (aas in effect from time to time) and the amount of such drawing, respectively. In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank Issuer will promptly notify the Administrator who will notify the Seller Administrative Agent and each Purchaser Borrowing Agent. Regardless of whether Borrowing Agent of shall have received such request. The Seller notice, Borrowers shall reimburse (such obligation to reimburse the LC Bank, the Issuer shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing Issuer prior to 10:00 a.m., New York City time12:00 Noon, on each date that an amount is paid by Issuer under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC BankIssuer. In the event the Seller fails Borrowers fail to reimburse the LC Bank Issuer for the full amount of any drawing under any Letter of Credit by the applicable time12:00 Noon, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase Drawing Date, Issuer will promptly notify Administrative Agent and each Revolving Lender thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Revolving Lenders shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 are then satisfied or the Revolving Commitments have been requested terminated for any reason) as provided for in Section 2.14(c) immediately below. Any notice given by the Seller Issuer pursuant to this Section 1.14(a2.14(b) to reimburse may be oral if promptly confirmed in writing; provided that the LC Bank lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. Each Revolving Lender shall upon any notice pursuant to Section 2.14(b) make available to Issuer through Administrative Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22) of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 2.14(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Revolving Lender so notified fails to make available to Administrative Agent, for the benefit of Issuer, the amount of such Revolving Lender’s Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Drawing Date to the date on which such Revolving Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the Drawing Date. Administrative Agent and Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Administrative Agent or Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Revolving Lender to effect such payment on such date shall not relieve such Revolving Lender from its obligations under this Section 2.14(c), provided that such Revolving Lender shall not be obligated to pay interest as provided in Section 2.14(c)(i) and (ii) until and commencing from the date of receipt of notice from Administrative Agent or Issuer of a drawing. With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b), because of Borrowers’ failure to satisfy the conditions set forth in Section 8.2 hereof (other than any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Administrative 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 a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Revolving Lender’s payment to Administrative Agent pursuant to Section 2.14(c) 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 Revolving Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14. Each applicable Revolving Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncancelled; and (z) all Persons (other than Borrowers) have been satisfied), the LC Bank will promptly notify each LC Participant thereoffully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender's Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. 2.9.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank Issuing Lender will promptly notify the Administrator who will notify Borrower and the Seller and each Purchaser Administrative Agent of thereof. Provided that it shall have received such request. The Seller notice, the Borrower shall reimburse (such obligation to reimburse the LC Bank, the “Issuing Lender shall sometimes be referred to as a "Reimbursement Obligation”") the LC Bank (i) if the Seller shall have received notice of such drawing Issuing Lender prior to 10:00 a.m., New York City time, 12:00 noon on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on prior to the first Business Day immediately following each date that an amount is paid by the day that the Seller receives such notice Issuing Lender under any Letter of Credit (each such date for reimbursementdate, a “Reimbursement "Drawing Date”") in by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC BankIssuing Lender. In the event the Seller Borrower fails to reimburse the LC Bank Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by the applicable time, 12:00 noon on the Reimbursement Date (including because first Business Day following the conditions precedent to a Reimbursement Purchase Drawing Date, the Administrative Agent will promptly notify each Lender thereof, and the Borrower shall be deemed to have been requested that Revolving Credit Loans be made by the Seller Lenders under the Base Rate Option to be disbursed on the first Business Day following the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving Credit Commitment and subject to the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements. Any notice given by the Administrative Agent or Issuing Lender pursuant to this Section 1.14(a) to reimburse 2.9.3.1 may be oral if immediately confirmed in writing; provided that the LC Bank lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 2.9.3.2 Each Lender shall upon any notice pursuant to Section 2.9.3.1 make available to the Administrative Agent for the account of the Issuing Lender an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.9.3 [Disbursements; Reimbursement]) each be deemed to have been satisfied)made a Revolving Credit Loan under the Base Rate Option to the Borrower in that amount. If any Lender so notified fails to make available to the Administrative Agent for the account of the Issuing Lender the amount of such Lender's Ratable Share of such amount by no later than 2:00 p.m. on the first Business Day following the Drawing Date, then interest shall accrue on such Lender's obligation to make such payment, from the LC Bank will promptly notify each LC Participant thereof.first Business Day following the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three 34

Disbursements, Reimbursement. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. (ai) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank Issuing Lender will promptly notify the Administrator who will notify Borrower and the Seller and each Purchaser Administrative Agent of thereof. Provided that it shall have received such request. The Seller notice, the Borrower shall reimburse (such obligation to reimburse the LC Bank, the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing Issuing Lender prior to 10:00 a.m., New York City time, 12:00 noon on each date that an amount is paid by the Issuing Lender under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC BankIssuing Lender. In the event the Seller Borrower fails to reimburse the LC Bank Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by the applicable time, 12:00 noon on the Reimbursement Date (including because Drawing Date, the conditions precedent to a Reimbursement Purchase Administrative Agent will promptly notify each Lender thereof, and the Borrower shall be deemed to have been requested that Revolving Credit Loans be made by the Seller 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 subject to the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements. Any notice given by the Administrative Agent or Issuing Lender pursuant to this Section 1.14(a2.9(c)(i) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof.may be 38 135035202_4

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Issuer a participation in each Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Revolving Commitment Percentage of the Maximum Face Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank Issuer will promptly notify the Administrator who will notify the Seller Agent and each Purchaser Borrowing Agent. Regardless of whether Borrowing Agent of shall have received such request. The Seller notice, Borrowers shall reimburse (such obligation to reimburse the LC Bank, the Issuer shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing Issuer prior to 10:00 a.m., New York City time12:00 Noon, on each date that an amount is paid by Issuer under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC BankIssuer. In the event the Seller fails Borrowers fail to reimburse the LC Bank Issuer for the full amount of any drawing under any Letter of Credit by the applicable time12:00 Noon, on the Reimbursement Date (including because the conditions precedent to Drawing Date, Issuer will promptly notify Agent and each Lender holding a Reimbursement Purchase Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 are then satisfied or the commitments of Lenders to make Revolving Advances hereunder have been requested terminated for any reason) as provided for in Section 2.14(c) immediately below. Any notice given by the Seller Issuer pursuant to this Section 1.14(a2.14(b) to reimburse may be oral if promptly confirmed in writing; provided that the LC Bank lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) make available to Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d)) each be deemed to have been satisfiedmade a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of Issuer, the amount of such Lender’s Revolving Commitment Percentage of such amount by 2:00 p.m. Eastern Standard Time on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Effective Federal Funds Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the Drawing Date. Agent and Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in Section 2.14(c)(i) and (ii) until and commencing from the LC Bank will promptly notify each LC Participant thereofdate of receipt of notice from Agent or Issuer of a drawing.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank Lender will promptly notify the Administrator who will notify Borrower thereof. Provided that it shall have received such notice, the Seller and each Purchaser Agent of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Lender shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing Lender prior to 10:00 a.m., New York City time, 1:00 p.m. on each date that an amount is paid by the Lender under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in by paying to the Lender an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC BankLender. In the event the Seller fails Borrower fail to reimburse the LC Bank Lender for the full amount of any drawing under any Letter of Credit by the applicable time, 1:00 p.m. on the Reimbursement Date (including because Drawing Date, the conditions precedent to a Reimbursement Purchase Borrower shall be deemed to have been requested that Revolving Credit Loans be made by the Seller pursuant Lender under the Base Rate Option or 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 subject to the conditions set forth in Section 6.2 [Each Loan or Letter of Credit] other than any notice requirements. With respect to any unreimbursed drawing that is not converted into Revolving Credit Loans under the Base Rate Option in whole or in part as contemplated by this Section 1.14(a) 2.6.3. because of the Borrower's failure to reimburse satisfy the LC Bank shall not have been satisfied)conditions set forth in Section 6.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any other reason, the LC Bank will promptly notify Borrower shall be deemed to have incurred from the a borrowing (each LC Participant thereofa “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.

Disbursements, Reimbursement. (a) In the event that an amount is paid by Xxxxxx under any Letter of Credit in respect of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank Xxxxxx will promptly notify Borrower (the Administrator who will notify “Lender Notification”). If Xxxxxxxx receives the Seller and each Purchaser Agent of such request. The Seller Lender Notification by 11:00 a.m. Pacific time on a Business Day, Xxxxxxxx shall reimburse (such obligation to reimburse the LC Bank, the Lender shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing Lender prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 p.m., New York City time, 2:00 p.m. Pacific time on such Business Day, or (ii) otherwiseand if the Lender Notification is given by Xxxxxx to Borrower after 11:00am Pacific Time on a Business Day, noonBorrower shall otherwise reimburse Lender by 12:00 Noon, New York City time, Pacific Time on the next Business Day immediately following the day that the Seller receives such notice (each such date required for reimbursement, a the “Reimbursement Date”) ), in each case, in an amount equal to the amount so paid by Xxxxxx. In the LC Bank. Upon its receipt of such noticeevent Borrower fails to reimburse Lender by the applicable time on the applicable Reimbursement Date, (i) the Seller will Borrower shall, without need for further notice or demand by Xxxxxx, be deemed to have requested made an irrevocable request that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will Revolving Advance be made by Lender to be disbursed on the Purchasers Reimbursement Date under such Letter of Credit, subject to the amount of the unutilized portion of the lesser of Maximum Revolving Advance Amount or the Borrowing Base and subject to Section 4.2 hereof. Any Lender Notification given pursuant to this Section may be telephonic or via e-mail to ________________________ and/or xxxxxxxx@xxx.xxx, and thereafter promptly confirmed in each related Purchaser Group writing in accordance with Section 1.1(a) by delivering its Pro Rata Share 9.4; provided that the lack of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC Bank. In the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller confirmation pursuant to this Section 1.14(a) to reimburse the LC Bank 9.4 shall not have been satisfied), affect the LC Bank will promptly notify each LC Participant thereofconclusiveness or effective date of such Lender Notification.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify the Seller and each Purchaser Agent Borrower of such requestdrawing. The Seller Each Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank not later than (i) if the Seller such Borrower shall have received such notice of such drawing prior to 10:00 a.m., by 1:00 p.m. (New York City time) on the date of such drawing (each such date, on any Business Daya “Drawing Date”), no later than 3:00 p.m., 4:00 p.m. (New York City time, ) on such Business Day, or the Drawing Date and (ii) otherwise, noon, otherwise 12:00 noon (New York City time, ) on the Business Day immediately following the day that Drawing Date (the Seller receives date on which such notice (each such date for reimbursement, Borrower is obligated to perform a Reimbursement Obligation is referred to as a “Reimbursement Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrowers (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date LC Bank of any available amounts denominated in an amount equal the same currency as the Letter of Credit relating to such Reimbursement Obligation and then on deposit in any LC Collateral Account, (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the remittance by or on behalf of the Borrowers to the LC Bank of any other funds of the Borrowers then available for disbursement and (iii) third, by the remittance by the Administrator using funds to the LC Bank of any available amounts then on deposit in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share Account denominated in a currency other than the currency of the Letter of Credit relating to such Reimbursement Purchase) directly Obligation; provided that at the time of such remittance, such amounts shall be converted to the LC Bankcurrency of the Letter of Credit relating to such Reimbursement Obligation. In the event the Seller any Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, time on the a Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Borrowing requested by the Seller any Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 1.2 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section 1.14 may be oral if immediately confirmed in writing; provided that the lack of such an immediate written confirmation shall not affect the conclusiveness or binding effect of such oral notice.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent, the Seller Program Participants and each Purchaser Agent the Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., noon (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt Bank if the Borrower shall have received notice of such payment prior to 10:00 a.m. (New York City time), on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than noon (New York City time), on the Business Day immediately following the day that the Borrower receives such notice, (i) provided that failure to receive any such notice shall not affect the Seller will be deemed Borrower's obligation to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such honor its Reimbursement Obligation on a timely basis and (ii) the Administrator will notify the Purchaser Agents of such requested pay any interest that accrues upon failure to do so. The Borrower shall honor its Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a)Obligation first, a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using from funds on deposit in the LC Collateral Account, if availableany, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC Bankand, second, from its own funds. In the event the Seller fails to reimburse Any notice given by the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(amay be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) If any Letters of Credit are outstanding and undrawn on the Termination Date, without limiting any rights or remedies contained in Section 10.01 or any other Transaction -30- Document, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to reimburse the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”). (c) Immediately upon the issuance of each Letter of Credit, each Program Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the LC Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Program Participant’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. Each Program Participant shall not have been satisfied), upon any notice pursuant to Section 3.04(a) above make available to the LC Bank will promptly notify each an amount in immediately available funds equal to its Ratable Share of the amount of the applicable drawing under a Letter of Credit. Each Program Participant’s payment to the LC Bank pursuant to this Section 3.04 shall be deemed to be a payment in respect of its participation in such Letter of Credit (each, a “Participation Advance”) from such Program Participant thereof.in satisfaction of its participation obligation under this Section 3.04. (d)

Disbursements, Reimbursement. (a) In The Co-Borrowers shall be obligated immediately to reimburse the event of any request for a drawing under a applicable Issuing Letter of Credit by Bank for all amounts which such Issuing Letter of Credit Bank is required to advance pursuant to the beneficiary or transferee thereofLetters of Credit (collectively, the LC "Reimbursement Obligations"). The applicable Issuing Letter of Credit Bank will promptly notify (A) the Administrator who will notify 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 Seller and each Purchaser Agent of the amount required to be paid by such requestIssuing Letter of Credit Bank pursuant to each such Letter of Credit. The Seller Agent shall reimburse (promptly notify each Bank of the amount required to be paid by such obligation to reimburse the LC Bank, the “Reimbursement Obligation”) the LC Bank (i) as a result of a drawing upon such Letter of Credit if the Seller applicable Issuing Letter of Credit Bank shall have notified the Agent that the Co-Borrowers have not timely reimbursed such Issuing Letter of Credit Bank for such draw. If such notice is received notice of such drawing prior to by a Bank before 10:00 a.m., New York City Cincinnati time, such Bank shall deliver such Bank's Ratable Share of such payment in immediately available funds to the Agent on any that Business Day. If such notice is received by a Bank after 10:00 a.m., no later than 3:00 p.m., New York City Cincinnati time, on such Business DayBank shall, or (ii) otherwisebefore 10:00 a.m., noon, New York City Cincinnati time, on the next succeeding Business Day immediately following the day that the Seller receives such notice (each such date for reimbursementDay, a “Reimbursement Date”) in an amount equal deliver to the amount so paid by Agent such Bank's 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 LC Agent shall immediately deliver such Bank's Ratable Share of such payment to the applicable Issuing Letter of Credit Bank. Upon its receipt of such noticeSuch amounts advanced shall become, (i) at the Seller will be deemed time the amounts are advanced, Revolving Credit Loans from the Banks. Such Revolving Credit Loans shall bear interest at the rate applicable under the Base Rate Option unless the Co-Borrowers elect to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal different Interest Rate Option apply to such Reimbursement Obligation Revolving Credit Loans pursuant to and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with the provisions contained in Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC Bank. In the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof4.1.

Disbursements, Reimbursement. (a) In the event of Upon any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable LC Bank will promptly notify the Administrator who will notify related Funding Agent, the Collateral Agent and the Seller and each Purchaser Agent of such request. The If an LC Bank pays any amount under any Letter of Credit prior to 11:00 a.m. on any Drawing Date (as defined below), the Seller shall reimburse (such obligation to reimburse the each applicable LC Bank, the “Bank shall sometimes be referred to as a "Reimbursement Obligation”") the such LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., New York City time, 2:00 p.m. on each date that an amount is paid by an LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement "Drawing Date”") in an amount equal to the amount so paid by the an LC Bank. Upon its receipt (Any cash collateral held by or on behalf of an LC Bank in respect of a Letter of Credit shall be applied to discharge the Seller's Reimbursement Obligation with respect thereto so long as any remaining cash collateral with respect to that Letter of Credit equals or exceeds any undrawn amount under that Letter of Credit following such noticeapplication.) If an LC Bank pays any amount under any Letter of Credit on or after 11:00 a.m. on any Drawing Date, (i) the Seller will be deemed shall reimburse such LC Bank prior to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made 12:00 p.m. on the applicable Reimbursement next Business Day occurring after the Drawing Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made amount so paid by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the an LC Bank. In the event If the Seller fails to reimburse the an LC Bank for the full amount of any drawing under any Letter of Credit by when due, the applicable time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase Seller shall be deemed to have been requested that a Funded Purchase be made by a CP Conduit Purchaser or Committed Purchaser in such LC Bank's Purchaser Group to be disbursed on such date under such Letter of Credit, subject to the amount of the unutilized portion of the Commitment for such Purchaser Group; provided that if the amount so drawn under such Letter of Credit is less than $250,000 and cannot be funded by a CP Conduit Purchaser, the Seller shall be deemed to have requested that a Funded Purchase be made by a Committed Purchaser in such LC Bank's Purchaser Group, and for all purposes of this Agreement and each other Transaction Document, "Discount" with respect to such amount shall, notwithstanding anything to the contrary in this Agreement or in any other Transaction Document, be calculated at a rate equal to the Eurodollar Rate plus 0.50%, or if the Eurodollar Rate is unavailable, at the Base Rate until the conditions to fund at the Eurodollar Rate have been satisfied. Any notice given by an LC Bank pursuant to this Section 1.14(a) to reimburse may be oral if immediately confirmed in writing; provided that the LC Bank lack of such an immediate confirmation shall not have been satisfied), affect the LC Bank will promptly notify each LC Participant thereofconclusiveness or binding effect of such notice.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Xxxxxx’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. 2.8.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank Issuing Lender will promptly notify the Administrator who will notify applicable Borrower and the Seller and each Purchaser Administrative Agent of thereof. Provided that it shall have received such request. The Seller notice, such Borrower shall reimburse (such obligation to reimburse the LC Bank, the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing Issuing Lender prior to 10:00 a.m., New York City time, 12:00 noon on each date that an amount is paid by the Issuing Lender under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC BankIssuing Lender. In the event the Seller applicable Borrower fails to reimburse the LC Bank Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 noon on the applicable timeDrawing Date or, if such Borrower does not receive notice of such payment by such Issuing Lender prior to 10:00 a.m. on a Drawing Date, on the Reimbursement Business Day after the Drawing Date (including because in which case such reimbursement shall include interest for the conditions precedent period from the Drawing Date to a Reimbursement Purchase the date of reimbursement at the rate then applicable to Revolving Credit Loans under the Base Rate Option), the Administrative Agent will promptly notify each Lender thereof, and such Borrower shall be deemed to have been requested that Revolving Credit Loans be made by the Seller 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 subject to the conditions set forth in Section 6.2 other than any notice requirements. Any notice given by the Administrative Agent or Issuing Lender pursuant to this Section 1.14(a) to reimburse 2.8.3.1 may be oral if immediately confirmed in writing; provided that the LC Bank lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 2.8.3.2 Each Lender shall upon any notice pursuant to Section 2.8.3.1 make available to the Administrative Agent for the account of the Issuing Lender an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.8.3) each be deemed to have been satisfied)made a Revolving Credit Loan under the Base Rate Option to the applicable Borrower in that amount. If any Lender so notified fails to make available to the Administrative Agent for the account of the Issuing Lender the amount of such Xxxxxx’s Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the LC Bank will promptly notify each LC Participant thereof.Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Effective Federal Funds Rate during the first three (3) days following