Common use of Payments by Banks with Respect to Letters of Credit Clause in Contracts

Payments by Banks with Respect to Letters of Credit. (1) If the Borrower fails to reimburse the LC Agent as and when required by subsection (i) above for all or any portion of any amount drawn under a Letter of Credit, the LC Agent may notify each Bank of such unreimbursed amount and request that each Bank reimburse the LC Agent for such Bank's Pro Rata Share thereof. Upon receiving such notice from the LC Agent, each Bank shall make available to the LC Agent, at its address referred to in Section 9.01, an amount equal to such Bank's share of such unreimbursed amount as set forth in such notice, in Federal or other funds immediately available to the LC Agent, by 3:00 P.M. (New York City time) on the Domestic Business Day following such Bank's receipt of such notice from the LC Agent, together with interest on such amount for each day from and including the date of such drawing to but excluding the day such payment is due from such Bank at the Federal Funds Rate for such day. Upon payment in full thereof, such Bank shall be subrogated to the rights of the LC Agent against the Borrower to the extent of such Bank's Pro Rata Share of the related Reimbursement Obligation (including interest accrued thereon). Nothing in this subsection (j) shall affect any rights any Bank may have against the LC Agent for any action or omission for which the LC Agent is not indemnified under subsection (n) of this Section. (2) If any Bank fails to pay any amount required to be paid by it pursuant to clause (1) of this subsection (j) on the date on which such payment is due, interest shall accrue on such Bank's obligation to make such payment, for each day from and including the date such payment became due to but excluding the date such Bank makes such payment, whether before or after judgment, at a rate per annum equal to the Federal Funds Rate for such day. Any payment made by any Bank after 3:00 P.M. (New York City time) on any Domestic Business Day shall be deemed for purposes of the preceding sentence to have been made on the next succeeding Domestic Business Day. (3) If the Borrower shall reimburse the LC Agent for any drawing with respect to which any Bank shall have made funds available to the LC Agent in accordance with clause (1) of this subsection (j), the LC Agent shall promptly upon receipt of such reimbursement distribute to such Bank its Pro Rata Share thereof, including interest, to the extent received by the LC Agent.

Payments by Banks with Respect to Letters of Credit. (1) If the Borrower fails to reimburse the LC Agent as and when required by subsection (i) above for all or any portion Each Bank shall make available an amount equal to its ratable share of any amount drawn drawing under a Letter of Credit, the LC Agent may notify each Bank of such unreimbursed amount and request that each Bank reimburse the LC Agent for such Bank's Pro Rata Share thereof. Upon receiving such notice from the LC Agent, each Bank shall make available to the LC Agent, at its address referred to in Section 9.01, an amount equal to such Bank's share of such unreimbursed amount as set forth in such notice, in Federal or other funds immediately available in New York City, to the LC Agent, Issuing Bank by 3:00 P.M. (New York City time) on the Domestic Business Day following such Bank's receipt of such notice from the LC Agentdrawing, together with interest on such amount for each day from and including at the average rate charged to the Issuing Bank on overnight Federal funds transactions on the date of such drawing as determined by the Issuing Bank, at the Issuing Bank's address specified in or pursuant to but excluding Section 9.01; provided that each Bank's obligation shall be reduced by its pro rata share of any reimbursement theretofore paid by the Borrower in respect of such drawing pursuant to Section 2.07(d)(i). The Issuing Bank shall notify each Bank and the Agent of the amount of such Bank's obligation in respect of any drawing under a Letter of Credit not later than 1:00 P.M. (New York City time) on the day such payment is due from by such Bank at the Federal Funds Rate for such dayis due. Upon payment in full thereof, such Each Bank shall be subrogated to the rights of the LC Agent Issuing Bank against the Borrower to the extent of all amounts due from such Bank to the Issuing Bank's Pro Rata Share , plus interest thereon, for each day from and including the day such amount is due from such Bank to the Issuing Bank to but excluding the day the Borrower makes payment to the Issuing Bank pursuant to Section 2.07(d) above, whether before or after judgment, at a rate per annum equal to the sum of 2% plus the related Reimbursement Obligation (including interest accrued thereon). Nothing in this subsection (j) shall affect any rights any Bank may have against the LC Agent rate applicable to Base Rate Loans for any action or omission for which the LC Agent is not indemnified under subsection (n) of this Sectionsuch day. (2ii) If any Bank fails to pay any amount required to be paid by it pursuant to clause (1i) of this subsection (j) on the date on which such payment is due, interest shall accrue on such Bank's obligation to make such payment, for each day from and including the date such payment became becomes due to but excluding the date such Bank makes such payment, whether before or after judgment, at a rate per annum equal to (A) in the case of each day from and including the day such payment is due through and including the first succeeding Domestic Business Day (and any intervening days), the average rate charged to the Issuing Bank on overnight Federal Funds funds transactions for each such day as determined by the Issuing Bank and (B) thereafter, the sum of 2% plus the rate applicable to Base Rate Loans for such day. Any payment made by any Bank after 3:00 P.M. (P.M., New York City time) , on any Domestic Business Day shall be deemed for purposes of the preceding sentence to have been made on the next succeeding Domestic Business Day. (3iii) If the Borrower shall reimburse the LC Agent Issuing Bank for any drawing with respect to which any Bank under a Letter of Credit after the Banks shall have made funds available to the LC Agent Issuing Bank with respect to such drawing in accordance with clause (1i) of this subsection (j)subsection, the LC Agent Issuing Bank shall promptly upon receipt of such reimbursement distribute to such each Bank its Pro Rata Share pro rata share thereof, including interest, to the extent received by the LC AgentIssuing Bank.

Payments by Banks with Respect to Letters of Credit. (1) If the Borrower fails to reimburse the LC Agent as and when required by subsection (i) above for all or any portion Each Bank shall make available an amount, in U.S. dollars (determined in accordance with the last sentence of Section 2.09(e)(i), in the case of drawings paid in a currency other than U.S. dollars) equal to its ratable share of any amount drawn drawing under a Letter of Credit, the LC Agent may notify each Bank of such unreimbursed amount and request that each Bank reimburse the LC Agent for such Bank's Pro Rata Share thereof. Upon receiving such notice from the LC Agent, each Bank shall make available to the LC Agent, at its address referred to in Section 9.01, an amount equal to such Bank's share of such unreimbursed amount as set forth in such notice, in Federal or other funds immediately available in New York City, to the LC Agent, Agent for the account of the Issuing Bank by 3:00 2:00 P.M. (New York City time) on the later of (x) the second Domestic Business Day following such Bank's receipt of such notice drawing and (y) the date the Company receives notification from the LC AgentIssuing Bank, if such notification is given at or before 10:30 A.M. (New York City time), or the first Domestic Business Day succeeding the date the Company receives such notification, if such notification is given later than 10:30 A.M. (New York City time) (such later date, the "PAYMENT DATE"), together with interest from and including the Payment Date to but excluding the date such amount is so made available by such Bank on such amount for each day from and including at the average rate charged to the Issuing Bank on overnight Federal funds transactions on the date of such drawing as determined by the Issuing Bank, at the Issuing Bank's address referred to but excluding in Section 11.01 hereof; provided that each Bank's obligation shall be reduced by its pro rata share of any reimbursement theretofore paid by the Company in respect of such drawing pursuant to Section 2.09(e). The Issuing Bank shall notify the Agent and the Agent shall notify each Bank of the amount of such Bank's obligation in respect of any drawing under a Letter of Credit not later than 1:00 P.M. (New York City time) on the day such payment is due from by such Bank at the Federal Funds Rate for such dayis due. Upon payment in full thereof, such Each Bank shall be subrogated to the rights of the LC Agent Issuing Bank against the Borrower Company to the extent of all amounts due from such Bank to the Issuing Bank's Pro Rata Share , plus interest thereon, for each day from and including the day such amount is due from such Bank to the (i) to but excluding the day the Company makes payment to the Agent for the account of the related Reimbursement Obligation (including interest accrued thereon). Nothing in this Issuing Bank pursuant to subsection (je) shall affect any rights any Bank may have against above, whether before or after judgment, at a rate per annum equal to the LC Agent sum of 2% plus the rate applicable to Base Rate Loans for any action or omission for which the LC Agent is not indemnified under subsection (n) of this Sectionsuch day. (2ii) If any Bank fails to pay any amount required to be paid by it pursuant to clause (1) of this subsection (j2.09(f)(i) on the date on which such payment is due, interest shall accrue on such Bank's obligation to make such payment, for each day from and including the date such payment became becomes due to but excluding the date such Bank makes such payment, whether before or after judgment, at a rate per annum equal to (A) in the case of each day from and including the day such payment is due through and including the first succeeding Domestic Business Day (and any intervening days), the average rate charged to the Issuing Bank on overnight Federal Funds funds transactions for each such day as determined by the Issuing Bank and (B) thereafter, the sum of 2% plus the rate applicable to Base Rate Loans for such day. Any payment made by any Bank after 3:00 P.M. (P.M., New York City time) , on any Domestic Business Day shall be deemed for purposes of the preceding sentence to have been made on the next succeeding Domestic Business Day. (3iii) If the Borrower Company shall reimburse the LC Agent Issuing Bank for any drawing with respect to which any Bank under a Letter of Credit after the Banks shall have made funds available to the LC Agent Issuing Bank with respect to such drawing in accordance with clause (1) of this subsection (j2.09(f)(i), the LC Agent Issuing Bank shall promptly upon receipt of such reimbursement distribute to such each Bank its Pro Rata Share pro rata share thereof, including interest, to the extent received by the LC AgentIssuing Bank.

Payments by Banks with Respect to Letters of Credit. (1) If the Borrower fails to reimburse the LC Agent as and when required by subsection (i) above for all or any portion Each Bank shall make available an amount equal to its ratable share of any amount drawn Drawing under a Letter of Credit, the LC Agent may notify each Bank of such unreimbursed amount and request that each Bank reimburse the LC Agent for such Bank's Pro Rata Share thereof. Upon receiving such notice from the LC Agent, each Bank shall make available to the LC Agent, at its address referred to in Section 9.01, an amount equal to such Bank's share of such unreimbursed amount as set forth in such notice, in Federal or other funds immediately available in New York City, to the LC Agent, applicable Fronting Bank by 3:00 P.M. (New York City time) on the Domestic Business Day following date on which the relevant Borrower is required to reimburse such Bank's receipt of Fronting Bank with respect to such notice from the LC AgentDrawing pursuant to Section 2.03(f)(i), together with interest on such amount for each day the period from and including the date of such drawing Drawing to but excluding the day date upon which such payment amount is due from such Bank to be made available at the Federal Funds Rate for on the date of such daydrawing, at such Fronting Bank's address referred to in Section 10.01; PROVIDED that each Bank's obligation shall be reduced by its pro rata share of any reimbursement theretofore paid by the relevant Borrower in respect of such Drawing pursuant to Section 2.03(f)(i). Upon The applicable Fronting Bank shall notify each Bank of the amount of such Bank's obligation (which, in the case of any payment under an Alternative Currency Letter of Credit, shall be the Dollar Equivalent thereof) in full thereof, respect of any drawing under a Letter of Credit not later than 1:30 P.M. (New York City time) on the day such payment by such Bank is due. Each Bank shall be subrogated to the rights of the LC Agent applicable Fronting Bank against the applicable Borrower to the extent such payment due from such Bank to such Fronting Bank is paid, plus interest thereon, from and including the day such amount is due from such Bank to such Fronting Bank to but excluding the day such Borrower makes payment to such Fronting Bank pursuant to Section 2.03(f)(i), whether before or after judgment, at a rate per annum equal to the sum of 2% plus the rate applicable to Base Rate Loans for such day. In the event that, on the date of any Drawing, (x) Total Outstandings exceeds the Maximum Outstanding Exposure (as defined in Section 2.16(a) below), (y) the applicable Fronting Bank is not reimbursed by the Borrowers on such date for the entire amount of such Drawing, and (z) the Banks, pursuant to the last sentence of subsection (iv) below, are not obligated to reimburse such Fronting Bank for the entire amount of such Drawing, the Agent shall, solely for purposes of determining the portion of such Drawing to be reimbursed by each Bank, (A) allocate the respective Commitments of the Banks to the Letter of Credit Liabilities of each Letter of Credit on such date on a pro rata basis (based upon (1) the proportion of the Commitments to the aggregate amount of the Letter of Credit Liabilities of all outstanding Letters of Credit and (2) each Bank's Pro Rata Share pro rata share of the related Reimbursement Obligation Commitments), (including interest accrued thereon). Nothing in this subsection B) based on such allocation, determine the reimbursement obligation of each Bank with respect to such Drawing and (jC) shall affect any rights any promptly notify each Bank may have against of the LC Agent for any action or omission for which the LC Agent is not indemnified under subsection (n) amount of this Sectionits reimbursement obligation with respect to such Drawing. (2ii) If any Bank fails to pay any amount required to be paid by it pursuant to clause subsection (1i) of this subsection (jSection 2.03(g) on the date on which such payment is due, interest interest, payable on demand, shall accrue on such Bank's obligation to make such payment, for each day from and including the date such payment became becomes due to but excluding the date such Bank makes such payment, whether before or after judgment, payment at a rate per annum equal to the Federal Funds Rate for such dayRate. Any payment made by any Bank after 3:00 P.M. (New York City time) on any Domestic Business Day shall be deemed for purposes of the preceding sentence to have been made on the next succeeding Domestic Business Day. (3iii) If the relevant Borrower shall reimburse the LC Agent a Fronting Bank for any drawing with respect to which any Bank under a Letter of Credit after the Banks shall have made funds available to the LC Agent such Fronting Bank with respect to such drawing in accordance with clause subsection (1i) of this subsection (jSection 2.03(g), the LC Agent such Fronting Bank shall promptly upon receipt of such reimbursement distribute to such each Bank its Pro Rata Share pro rata share thereof, including interest, to the extent received by such Fronting Bank. (iv) The several obligations of the LC Banks to the Fronting Banks hereunder shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be affected by any circumstance, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which any such Bank or any other Person may have against the Agent, any Fronting Bank or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments or any Letter of Credit; (3) any adverse change in the condition (financial or otherwise) of any Obligor or any other Person; (4) any breach of any Financing Document by any party thereto; (5) the fact that any condition precedent to the issuance of, or the making of any payment under, any Letter of Credit was not in fact met; (6) any violation or asserted violation of law by any Bank or any affiliate thereof; or (7) to the extent permitted under applicable law, any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each payment by each Bank to a Fronting Bank for its own account shall be made without any offset, abatement, withholding or reduction whatsoever. If a Fronting Bank is required at any time (whether before or after the Termination Date) to return to a Borrower or to a trustee, receiver, liquidator, custodian or other similar official any portion of the payments made by such Borrower to such Fronting Bank in payment of any Reimbursement Obligation or interest thereon upon the insolvency of such Borrower, or the commencement of any case or proceeding under any bankruptcy, insolvency or other similar law with respect to such Borrower, each Bank shall, on demand of such Fronting Bank, forthwith return to such Fronting Bank any amounts transferred to such Bank by such Fronting Bank in respect thereof pursuant to this subsection PLUS such Bank's pro rata share of any interest on such payments required to be paid to the Person recovering such payments PLUS interest on the amount so demanded from the day such demand is made, if such demand is made by 2:00 p.m. (New York City time), or from the next following Domestic Business Day, if such demand is made after 2:00 p.m., to but not including the day such amounts are returned by such Bank to such Fronting Bank at a rate per annum for each day equal to (A) the Federal Funds Rate for the day of such demand and (B) the Base Rate plus 1% for each day thereafter. Notwithstanding the foregoing or any other provision contained herein, in no event shall any Bank be obligated to make any payment to a Fronting Bank to the extent that such payment would cause such Bank's pro rata share of the Total Outstandings hereunder to exceed such Bank's Commitment; PROVIDED that the foregoing shall not affect the obligation of the Borrowers (which is absolute, unconditional and irrevocable) to reimburse each Fronting Bank for the entire amount of each payment made by such Fronting Bank under a Letter of Credit, including any amount thereof that is not paid by any Bank to such Fronting Bank (pursuant to this sentence or otherwise).

Payments by Banks with Respect to Letters of Credit. (1) If the Borrower fails to reimburse the LC Agent as and when required by subsection (i) above for all or any portion Each Bank shall make available an amount equal to its ratable share of any amount drawn drawing under a Letter of Credit, the LC Agent may notify each Bank of such unreimbursed amount and request that each Bank reimburse the LC Agent for such Bank's Pro Rata Share thereof. Upon receiving such notice from the LC Agent, each Bank shall make available to the LC Agent, at its address referred to in Section 9.01, an amount equal to such Bank's share of such unreimbursed amount as set forth in such notice, in Federal or other funds immediately available in New York City, to the LC Agent, Issuing Bank by 3:00 P.M. (New York City time) on the Domestic Business Day following such Bank's receipt of such notice from the LC Agentdrawing, together with interest on such amount for each day from and including at the average rate charged to the Issuing Bank on overnight Federal funds transactions on the date of such drawing as determined by the Issuing Bank, at the Issuing Bank's address specified in or pursuant to but excluding Section 9.01; provided that each Bank's obligation shall be reduced by its pro rata share of any reimbursement theretofore paid by the Borrower in respect of such drawing pursuant to Section 2.07(d)(i). The Issuing Bank shall notify each Bank and the Administrative Agent of the amount of such Bank's obligation in respect of any drawing under a Letter of Credit not later than 1:00 P.M. (New York City time) on the day such payment is due from by such Bank at the Federal Funds Rate for such dayis due. Upon payment in full thereof, such Each Bank shall be subrogated to the rights of the LC Agent Issuing Bank against the Borrower to the extent of all amounts due from such Bank to the Issuing Bank's Pro Rata Share , plus interest thereon, for each day from and including the day such amount is due from such Bank to the Issuing Bank to but excluding the day the Borrower makes payment to the Issuing Bank pursuant to Section 2.07(d) above, whether before or after judgment, at a rate per annum equal to the sum of 2% plus the related Reimbursement Obligation (including interest accrued thereon). Nothing in this subsection (j) shall affect any rights any Bank may have against the LC Agent rate applicable to Base Rate Loans for any action or omission for which the LC Agent is not indemnified under subsection (n) of this Sectionsuch day. (2ii) If any Bank fails to pay any amount required to be paid by it pursuant to clause (1i) of this subsection (j) on the date on which such payment is due, interest shall accrue on such Bank's obligation to make such payment, for each day from and including the date such payment became becomes due to but excluding the date such Bank makes such payment, whether before or after judgment, at a rate per annum equal to (A) in the case of each day from and including the day such payment is due through and including the first succeeding Domestic Business Day (and any intervening days), the average rate charged to the issuing Bank on overnight Federal Funds funds transactions for each such day as determined by the Issuing Bank and (B) thereafter, the sum of 2% plus the rate applicable to Base Rate Loans for such day. Any payment made by any Bank after 3:00 P.M. (P.M., New York City time) , on any Domestic Business Day shall be deemed for purposes of the preceding sentence to have been made on the next succeeding Domestic Business Day. (3iii) If the Borrower shall reimburse the LC Agent Issuing Bank for any drawing with respect to which any Bank under a Letter of Credit after the Banks shall have made funds available to the LC Agent Issuing Bank with respect to such drawing in accordance with clause (1i) of this subsection (j)subsection, the LC Agent Issuing Bank shall promptly upon receipt of such reimbursement distribute to such each Bank its Pro Rata Share pro rata share thereof, including interest, to the extent received by the LC AgentIssuing Bank.

Payments by Banks with Respect to Letters of Credit. (1) If the Borrower Vencor fails to reimburse the relevant LC Agent Issuing Bank as and when required by subsection (ij) above for all or any portion of any amount drawn under a Letter of Credit, the Credit issued by it: (i) such LC Agent Issuing Bank may notify each Bank the Administrative Agent of such unreimbursed amount and request that the Banks reimburse such LC Issuing Bank for their respective Commitment Percentages thereof. Upon receiving any such notice from an LC Issuing Bank, the Administrative Agent shall promptly notify each Bank reimburse of the LC Agent for unreimbursed amount and such Bank's Pro Rata Share Commitment Percentage thereof. Upon receiving such notice from the LC Administrative Agent, each Bank shall make available to the such LC AgentIssuing Bank, at its address referred specified in or pursuant to in Section 9.01, an amount equal to such Bank's share Commitment Percentage of such unreimbursed amount as set forth in such notice, in Federal or other funds immediately available to the such LC AgentIssuing Bank, by 3:00 P.M. (New York City timeEastern Time) (A) on the day such Bank receives such notice if it is received at or before 12:00 Noon (Eastern Time) on such day or (B) on the first Domestic Business Day following such Bank's receipt of such notice from if it is received after 12:00 Noon (Eastern Time) on the LC Agentdate of receipt, in each case together with interest on such amount for each day from and including the date of such drawing relevant LC Payment Date to but excluding the day such payment is due from such Bank at the Federal Funds Rate for such day. Upon payment in full thereof, such Bank shall be subrogated to the rights of the such LC Agent Issuing Bank against the Borrower Vencor to the extent of such Bank's Pro Rata Share Commitment Percentage of the related LC Reimbursement Obligation (including interest accrued thereon). Nothing in this subsection (jk) shall affect any rights any Bank may have against the any LC Agent Issuing Bank for any action or omission for which the such LC Agent Issuing Bank is not indemnified under subsection (no) of this Section.; and (2ii) If if any Bank fails to pay any amount required to be paid by it pursuant to clause (1i) of this subsection (jk) on the date on which such payment is due, interest shall accrue on such Bank's obligation to make such payment, for each day from and including the date such payment became due to but excluding the date such Bank makes such payment, whether before or after judgment, at a rate per annum equal to (x) for each day from the day such payment is due to the third succeeding Domestic Business Day, inclusive, the Federal Funds Rate for such day as determined by the relevant LC Issuing Bank and (y) for each day thereafter the sum of 2% plus the Base Rate for such day. Any payment made by any Bank after 3:00 P.M. (New York City timeEastern Time) on any Domestic Business Day shall be deemed for purposes of the preceding sentence to have been made on the next succeeding Domestic Business Day. (3) . If the Borrower Vencor shall reimburse the any LC Agent Issuing Bank for any drawing with respect to which any Bank shall have made funds available to the such LC Agent Issuing Bank in accordance with clause (1i) of this subsection (jk), the such LC Agent Issuing Bank shall promptly upon receipt of such reimbursement distribute to such Bank its Pro Rata Share pro rata share thereof, including interest, to the extent received by the such LC AgentIssuing Bank.

Payments by Banks with Respect to Letters of Credit. (1) If the Borrower fails to reimburse the LC Agent as and when required by subsection (i) above for all or any portion of any amount drawn under a Letter of Credit, the LC Agent may notify each Bank of such unreimbursed amount and request that each Bank reimburse the LC Agent for such Bank's Pro Rata Share thereof. Upon receiving such notice from the LC Agent, each Bank shall make available to the LC Agent, at its address referred to in Section 9.01, an amount equal to such Bank's share of such unreimbursed amount as set forth in such notice, in Federal or other funds immediately available to the LC Agent, by 3:00 P.M. (New York City time) on the Domestic Business Day following such Bank's receipt of such notice from the LC Agent, together with interest on such amount for each day from and including the date of such drawing to but excluding the day such payment is due from such Bank at the Federal Funds Rate for such day. Upon payment in full thereof, such Bank shall be subrogated to the rights of the LC Agent against the Borrower to the extent of such Bank's Pro Rata Share of the related Reimbursement Obligation (including interest accrued thereon). Nothing in this subsection (j) shall affect any rights any Bank may have against the LC Agent for any action or omission for which the LC Agent is not indemnified under subsection (n) of this Section. (2) If any Bank fails to pay any amount required to be paid by it pursuant to clause (1) of this subsection (j) on the date on which such payment is due, interest shall accrue on such Bank's obligation to make such payment, for each day from and including the date such payment became due to but excluding the date such Bank makes such payment, whether before or after judgment, at a rate per annum equal to the Federal Funds Rate for such day. Any payment made by any Bank after 3:00 P.M. (New York City time) on any Domestic Business Day shall be deemed for purposes of the preceding sentence to have been made on the next succeeding Domestic Business Day. (3) If the Borrower shall reimburse the LC Agent for any drawing with respect to which any Bank shall have made funds available to the LC Agent in 56 accordance with clause (1) of this subsection (j), the LC Agent shall promptly upon receipt of such reimbursement distribute to such Bank its Pro Rata Share thereof, including interest, to the extent received by the LC Agent.

Payments by Banks with Respect to Letters of Credit. (1) If the Borrower fails to reimburse the LC Agent as and when required by subsection (i) above for all or any portion Each Bank shall make available an amount equal to its ratable share of any amount drawn drawing under a Letter of Credit, the LC Agent may notify each Bank of such unreimbursed amount and request that each Bank reimburse the LC Agent for such Bank's Pro Rata Share thereof. Upon receiving such notice from the LC Agent, each Bank shall make available to the LC Agent, at its address referred to in Section 9.01, an amount equal to such Bank's share of such unreimbursed amount as set forth in such notice, in Federal or other funds immediately available in New York City, to the LC Agent, applicable Fronting Bank by 3:00 P.M. (New York City time) on the second Domestic Business Day following such Bank's receipt of such notice from the LC Agentdrawing, together with interest on such amount for each day the period from and including the date of such drawing to but excluding the day date upon which such payment amount is due from such Bank to be made available at the Federal Funds Rate for on the date of such daydrawing, at such Fronting Bank's address referred to in Section 10.01; provided that each Bank's obligation shall be reduced by its pro rata share of any reimbursement theretofore paid by the relevant Borrower in respect of such drawing pursuant to Section 2.03(f)(i). Upon The applicable Fronting Bank shall notify each Bank of the amount of such Bank's obligation in respect of any drawing under a Letter of Credit not later than 1:30 P.M. (New York City time) on the day such payment in full thereof, by such Bank is due. Each Bank shall be subrogated to the rights of the LC Agent applicable Fronting Bank against the applicable Borrower to the extent such payment due from such Bank to such Fronting Bank is paid, plus interest thereon, from and including the day such amount is due from such Bank to such Fronting Bank to but excluding the day such Borrower makes payment to such Fronting Bank pursuant to Section 2.03(f)(i), whether before or after judgment, at a rate per annum equal to the sum of 2% plus the rate applicable to Base Rate Loans for such Bank's Pro Rata Share of the related Reimbursement Obligation (including interest accrued thereon). Nothing in this subsection (j) shall affect any rights any Bank may have against the LC Agent for any action or omission for which the LC Agent is not indemnified under subsection (n) of this Sectionday. (2ii) If any Bank fails to pay any amount required to be paid by it pursuant to clause subsection (1i) of this subsection (jSection 2.03(g) on the date on which such payment is due, interest interest, payable on demand, shall accrue on such Bank's obligation to make such payment, for each day from and including the date such payment became becomes due to but excluding the date such Bank makes such payment, whether before or after judgment, payment at a rate per annum equal to the Federal Funds Rate for such dayRate. Any payment made by any Bank after 3:00 P.M. (New York City time) on any Domestic Business Day shall be deemed for purposes of the preceding sentence to have been made on the next succeeding Domestic Business Day. (3iii) If the relevant Borrower shall reimburse the LC Agent a Fronting Bank for any drawing with respect to which any Bank under a Letter of Credit after the Banks shall have made funds available to the LC Agent such Fronting Bank with respect to such drawing in accordance with clause subsection (1i) of this subsection (jSection 2.03(g), the LC Agent such Fronting Bank shall promptly upon receipt of such reimbursement distribute to such each Bank its Pro Rata Share pro rata share thereof, including interest, to the extent received by such Fronting Bank. (iv) The several obligations of the LC Banks to the Fronting Banks hereunder shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be affected by any circum- stance, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which any such Bank or any other Person may have against the Agent, any Fronting Bank or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default or an Event of Default or the termination of the Commitments or any Letter of Credit; (3) any adverse change in the condition (financial or otherwise) of any Obligor or any other Person; (4) any breach of any Financing Document by any party thereto; (5) the fact that any condition precedent to the issuance of, or the making of any payment under, any Letter of Credit was not in fact met; (6) any violation or asserted violation of law by any Bank or any affiliate thereof; or (7) to the extent permitted under applicable law, any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each payment by each Bank to a Fronting Bank for its own account shall be made without any offset, abatement, withholding or reduction whatsoever. If a Fronting Bank is required at any time (whether before or after the Termination Date) to return to a Borrower or to a trustee, receiver, liquidator, custodian or other similar official any portion of the payments made by such Borrower to such Fronting Bank in payment of any Reimbursement Obligation or interest thereon upon the insolvency of such Borrower, or the commencement of any case or proceeding under any bankruptcy, insolvency or other similar law with respect to such Borrower, each Bank shall, on demand of such Fronting Bank, forthwith return to such Fronting Bank any amounts transferred to such Bank by such Fronting Bank in respect thereof pursuant to this subsection plus such Bank's pro rata share of any interest on such payments required to be paid to the Person recovering such payments plus interest on the amount so demanded from the day such demand is made, if such demand is made by 2:00 p.m. (New York City time), or from the next following Domestic Business Day, if such demand is made after 2:00 p.m., to but not including the day such amounts are returned by such Bank to such Fronting Bank at a rate per annum for each day equal to (A) the Federal Funds Rate for the day of such demand and (B) the Base Rate plus 1% for each day thereafter.

Payments by Banks with Respect to Letters of Credit. (1) If the Borrower fails to reimburse the any LC Agent as and when required by subsection (i) above for all or any portion of any amount drawn under a Letter of Credit, the LC Administrative Agent may shall promptly notify each Bank of such unreimbursed amount and request that each Bank reimburse the such LC Agent for such Bank's ’s Pro Rata Share thereof. Upon receiving such notice from the LC Administrative Agent, each Bank shall make available to the LC Administrative Agent, for the account of such LC Agent at its address referred to in Section 9.01, an amount equal to such Bank's share ’s Pro Rata Share of such unreimbursed amount as set forth in such notice, in Federal or other funds immediately available to the such LC Agent, by 3:00 P.M. (New York City time) on the Domestic Business Day following such Bank's ’s receipt of such notice from the LC Administrative Agent, together with interest on such amount for each day from and including the date of such drawing to but excluding the day such payment is due from such Bank at the Federal Funds Rate for such day. Upon payment in full thereof, such Bank shall be subrogated to the rights of the such LC Agent against the Borrower to the extent of such Bank's ’s Pro Rata Share of the related Reimbursement Obligation (including interest accrued thereon). Nothing in this subsection (j) shall affect any rights any Bank may have against the any LC Agent for any action or omission for which the such LC Agent is not indemnified under subsection (n) of this Section. (2) If any Bank fails to pay any amount required to be paid by it pursuant to clause (1) of this subsection (j) on the date on which such payment is due, interest shall accrue on such Bank's ’s obligation to make such payment, for each day from and including the date such payment became due to but excluding the date such Bank makes such payment, whether before or after judgment, at a rate per annum equal to the Federal Funds Rate for such day. Any payment made by any Bank after 3:00 P.M. (New York City time) on any Domestic Business Day shall be deemed for purposes of the preceding sentence to have been made on the next succeeding Domestic Business Day. (3) If the Borrower shall reimburse the any LC Agent for any drawing with respect to which any Bank shall have made funds available to the such LC Agent in accordance with clause (1) of this subsection (j), the such LC Agent shall promptly upon receipt of such reimbursement distribute to the Administrative Agent for the account of such Bank its Pro Rata Share thereof, including interest, to the extent received by the such LC Agent.

Payments by Banks with Respect to Letters of Credit. (1a) If the Borrower Applicant or any Applicable Co-Applicant fails to reimburse the LC Agent as and when required by subsection (i) Section 2.09 above for all or any portion of any amount drawn under a Letter of Credit, or fails to deposit funds as required pursuant to Section 6.03, the LC Agent may notify each Bank of such unreimbursed amount or failure to deposit and request that each Bank reimburse or fund the LC Agent for such Bank's Pro Rata Share thereof. Upon receiving such notice from the LC Agent, each Bank shall make available to the LC Agent, at its address referred to in Section 9.01, an amount equal to such Bank's share of such unreimbursed amount or required deposit amount as set forth in such notice, in Federal or other funds immediately available to the LC Agent, by 3:00 P.M. (New York City time) on the Domestic Business Day following such Bank's receipt of such notice from the LC Agent, together with with, in the case of any such unreimbursed amount, interest on such amount for each day from and including the date of such drawing to but excluding the day such payment is due from such Bank at the Federal Funds Rate for such day. Upon payment in full thereof, such Bank shall be subrogated to the rights of the LC Agent against the Borrower Applicant or such Applicable Co-Applicant to the extent of such Bank's Pro Rata Share of the related Reimbursement Obligation (including interest accrued thereon). Nothing in this subsection (j) Section 2.10 shall affect any rights any Bank may have against the LC Agent for any action or omission for which the LC Agent is not indemnified under subsection (n) of this SectionSection 7.06. (2b) If any Bank fails to pay any amount required to be paid by it pursuant to clause (1a) of this subsection (j) Section 2.10 on the date on which such payment is due, interest shall accrue on such Bank's obligation to make such payment, for each day from and including the date such payment became due to but excluding the date such Bank makes such payment, whether before or after judgment, at a rate per annum equal to the Federal Funds Rate for such day. Any payment made by any Bank after 3:00 P.M. (New York City time) on any Domestic Business Day shall be deemed for purposes of the preceding sentence to have been made on the next succeeding Domestic Business Day. (3c) If the Borrower Applicant or any Applicable Co-Applicant shall reimburse the LC Agent for any drawing with respect to which any Bank shall have made funds available to the LC Agent in accordance with clause (1a) of this subsection (j)Section 2.10, the LC Agent shall promptly upon receipt of such reimbursement distribute to such Bank its Pro Rata Share thereof, including interest, to the extent received by the LC Agent.

Payments by Banks with Respect to Letters of Credit. (1) If the Borrower fails to reimburse the LC Agent as and when required by subsection (i) above for all or any portion Each Bank shall make available an amount equal to its ratable share of any amount drawn drawing under a Letter of Credit, the LC Agent may notify each Bank of such unreimbursed amount and request that each Bank reimburse the LC Agent for such Bank's Pro Rata Share thereof. Upon receiving such notice from the LC Agent, each Bank shall make available which is not repaid to the LC Agent, at its address referred to in Section 9.01, an amount equal to such Bank's share of such unreimbursed amount Issuing Bank by the Company as set forth in such notice, required by this Agreement in Federal or other funds immediately available in New York City, to the LC Agent, Issuing Bank by 3:00 P.M. p.m (New York City time) on the Domestic Business Day following such Bank's receipt the required date for payment of such notice from drawing by the LC AgentCompany, together with interest on such amount for each day from and including the date of such drawing to but excluding the day such payment is due from such Bank at the Federal Funds Rate for such day, at the Issuing Bank's address specified in or pursuant to Section 11.01; PROVIDED each Bank's obligation shall be reduced by its pro rata share of any reimbursement theretofore paid by the Company in respect of such drawing pursuant to Section 2.01(b) or (c). The Issuing Bank shall notify each Bank of the amount of such Bank's obligation in respect of any drawing under a Letter of Credit not later than 1:00 p.m. (New York City time) on the day such payment by such Bank is due. Upon payment in full thereof, such each Bank shall be subrogated to the rights of the LC Agent Issuing Bank against the Borrower Company to the extent of such Bank's Pro Rata Share pro rata share of the related Reimbursement Obligation (including interest accrued thereon). Nothing in this subsection (j) shall affect any rights any Bank may have against the LC Agent for any action or omission for which the LC Agent is not indemnified under subsection (n) of this Section. (2ii) If any Bank fails to pay any amount required to be paid by it pursuant to clause subclause (1i) of this subsection clause (ja) on the date on which such payment is due, interest shall accrue on such Bank's obligation to make such payment, for each day from and including the date such payment became becomes due to but excluding the date such Bank makes such payment, whether before or after judgment, at a rate per annum equal to (A) in the case of each day from and including the day such payment is due through and including the first succeeding Business Day (and any intervening days), the Federal Funds Rate for each such day as determined by the Issuing Bank and (B) for each day thereafter, the sum of 2% plus the Base Rate for such day. Any payment made by any Bank after 3:00 P.M. (p.m., New York City time) , on any Domestic Business Day shall be deemed for purposes of the preceding sentence to have been made on the next succeeding Domestic Business Day. (3iii) If the Borrower Company shall reimburse the LC Agent Issuing Bank for any drawing with respect to which under a Letter of Credit after any Bank shall have made funds available to the LC Agent Issuing Bank with respect to such drawing in accordance with clause subclause (1i) of this subsection clause (je), the LC Agent Issuing Bank shall promptly upon receipt of such reimbursement distribute to such Bank its Pro Rata Share pro rata share thereof, including interest, to the extent received by the LC AgentIssuing Bank. (iv) The obligations of each Bank under this Section 2.01(e) shall be absolute and unconditional under any and all circumstances, irrespective of any set-off, counterclaim, or defense to payment which such Bank may have or have had against the Issuing Bank, the beneficiary of any Letter of Credit, the Company or any other Person and irrespective of any Default or Event of Default.

Payments by Banks with Respect to Letters of Credit. (1) If the Borrower fails to reimburse the LC Agent as and when required by subsection (i) above for all or any portion of any amount drawn under a Letter of Credit, the LC Agent may notify each Bank of such unreimbursed amount and request that each Bank reimburse the LC Agent for such Bank's Pro Rata Share thereof. Upon receiving such notice from the LC Agent, each Bank shall make available to the LC Agent, at its address referred to in Section 9.01, an amount equal to such Bank's share of such unreimbursed amount as set forth in such notice, in Federal or other funds immediately available to the LC Agent, by 3:00 P.M. (New York City time) on the Domestic Business Day following such Bank's receipt of such notice from the LC Agent, together with interest on such amount for each day from and including the date of such drawing to but excluding the day 42 48 such payment is due from such Bank at the Federal Funds Rate for such day. Upon payment in full thereof, such Bank shall be subrogated to the rights of the LC Agent against the Borrower to the extent of such Bank's Pro Rata Share of the related Reimbursement Obligation (including interest accrued thereon). Nothing in this subsection (j) shall affect any rights any Bank may have against the LC Agent for any action or omission for which the LC Agent is not indemnified under subsection (n) of this SectionSection . (2) If any Bank fails to pay any amount required to be paid by it pursuant to clause (1) of this subsection (j) on the date on which such payment is due, interest shall accrue on such Bank's obligation to make such payment, for each day from and including the date such payment became due to but excluding the date such Bank makes such payment, whether before or after judgment, at a rate per annum equal to the Federal Funds Rate for such day. Any payment made by any Bank after 3:00 P.M. (New York City time) on any Domestic Business Day shall be deemed for purposes of the preceding sentence to have been made on the next succeeding Domestic Business Day. (3) If the Borrower shall reimburse the LC Agent for any drawing with respect to which any Bank shall have made funds available to the LC Agent in accordance with clause (1) of this subsection (j), the LC Agent shall promptly upon receipt of such reimbursement distribute to such Bank its Pro Rata Share thereof, including interest, to the extent received by the LC Agent.

Payments by Banks with Respect to Letters of Credit. (1i) If the relevant Requesting Borrower fails to reimburse the relevant LC Agent Issuing Bank as and when required by subsection (ij) above for all or any portion of any amount drawn under a Letter of CreditCredit issued by it, the such LC Agent Issuing Bank may notify each Bank the Administrative Agent of such unreimbursed amount and request that the Banks reimburse such LC Issuing Bank for their respective Revolving Credit Percentages thereof. Upon receiving any such notice from an LC Issuing Bank, the Administrative Agent shall promptly notify each Bank reimburse of the LC Agent for unreimbursed amount and such Bank's Pro Rata Share share thereof. Upon receiving such notice from the LC Administrative Agent, each Bank shall make available to the such LC AgentIssuing Bank, at its address referred to in Section 9.0111.01, an amount equal to such Bank's share of such unreimbursed amount as set forth in such notice, in Federal or other funds immediately available to the such LC AgentIssuing Bank, by 3:00 P.M. (New York City timeEastern Time) (i) on the day such Bank receives such notice if it is received at or before 12:00 Noon (Eastern Time) on such day or (ii) on the Domestic Business Day following such Bank's receipt of such notice from if it is received after 12:00 Noon (Eastern Time) on the LC Agentdate of receipt, in each case together with interest on such amount for each day from and including the date of such drawing relevant LC Payment Date to but excluding the day such payment is due from such Bank at the Federal Funds Rate for such day. Upon payment in full thereof, such Bank shall be subrogated to the rights of the such LC Agent Issuing Bank against the such Requesting Borrower to the extent of such Bank's Pro Rata Share pro rata share of the related LC Reimbursement Obligation (including interest accrued thereon). Nothing in this subsection (jk) shall affect any rights any Bank may have against the any LC Agent Issuing Bank for any action or omission mission for which the such LC Agent is not indemnified under subsection (n) of this Section. (2) If any Bank fails to pay any amount required to be paid by it pursuant to clause (1) of this subsection (j) on the date on which such payment is due, interest shall accrue on such Bank's obligation to make such payment, for each day from and including the date such payment became due to but excluding the date such Bank makes such payment, whether before or after judgment, at a rate per annum equal to the Federal Funds Rate for such day. Any payment made by any Bank after 3:00 P.M. (New York City time) on any Domestic Business Day shall be deemed for purposes of the preceding sentence to have been made on the next succeeding Domestic Business Day. (3) If the Borrower shall reimburse the LC Agent for any drawing with respect to which any Bank shall have made funds available to the LC Agent in accordance with clause (1) of this subsection (j), the LC Agent shall promptly upon receipt of such reimbursement distribute to such Bank its Pro Rata Share thereof, including interest, to the extent received by the LC Agent.Issuing

Payments by Banks with Respect to Letters of Credit. (1) If the Borrower fails to reimburse the LC Agent as and when required by subsection (i) above for all or any portion Each Bank shall make available an amount equal to its ratable share of any amount drawn drawing under a Letter of Credit, the LC Agent may notify each Bank of such unreimbursed amount and request that each Bank reimburse the LC Agent for such Bank's Pro Rata Share thereof. Upon receiving such notice from the LC Agent, each Bank shall make available to the LC Agent, at its address referred to in Section 9.01, an amount equal to such Bank's share of such unreimbursed amount as set forth in such notice, in Federal or other funds immediately available in New York City, to the LC Agent, Issuing Bank by 3:00 P.M. (New York City time) on the Domestic Business Day following such Bank's receipt of such notice from the LC Agentdrawing, together with interest on such amount for each day from and including at the average rate charged to the Issuing Bank on overnight Federal funds transactions on the date of such drawing as determined by the Issuing Bank, at the Issuing Bank's address specified in or pursuant to but excluding Section 9.01; provided that each Bank's obligation shall be reduced by its pro rata share of any reimbursement theretofore paid by the Borrower in respect of such drawing pursuant to Section 2.07(d)(i). The Issuing Bank shall notify each Bank and the Agent of the amount of such Bank's obligation in respect of any drawing under a Letter of Credit not later than 1:00 P.M. (New York City time) on the day such payment is due from by such Bank at the Federal Funds Rate for such dayis due. Upon payment in full thereof, such Each Bank shall be subrogated to the rights of the LC Agent Issuing Bank against the Borrower to the extent of all amounts due from such Bank to the Issuing Bank's Pro Rata Share , plus interest thereon, for each day from and including the day such amount is due from such Bank to the Issuing Bank to but excluding the day the Borrower makes payment to the Issuing Bank pursuant to Section 2.07(d) above, whether before or after judgment, at a rate per annum equal to the sum of 2% plus the related Reimbursement Obligation (including interest accrued thereon). Nothing in this subsection (j) shall affect any rights any Bank may have against the LC Agent rate applicable to Base Rate Loans for any action or omission for which the LC Agent is not indemnified under subsection (n) of this Sectionsuch day. (2ii) If any Bank fails to pay any amount required to be paid by it pursuant to clause (1i) of this subsection (j) on the date on which such payment is due, interest shall accrue on such Bank's obligation to make such payment, for each day from and including the date such payment became becomes due to but excluding the date such Bank makes such payment, whether before or after judgment, at a rate per annum equal to (A) in the case of each day from and including the day such payment is due through and including the first succeeding Domestic Business Day (and any intervening days), the average rate charged to the Issuing Bank on overnight Federal Funds funds transactions for each such day as determined by the Issuing Bank and (B) thereafter, the sum of 2% plus the rate applicable to Base Rate Loans for such day. Any payment made by any Bank after 3:00 P.M. (P.M., New York City time) , on any Domestic Business Day shall be deemed for purposes of the preceding sentence to have been made on the next succeeding Domestic Business Day. (3iii) If the Borrower shall reimburse the LC Agent Issuing Bank for any drawing with respect to which any Bank under a Letter of Credit after the Banks shall have made funds available to the LC Agent in accordance with clause (1) of this subsection (j), the LC Agent shall promptly upon receipt of such reimbursement distribute to such Bank its Pro Rata Share thereof, including interest, to the extent received by the LC Agent.funds