Common use of Reimbursement by Borrowers Clause in Contracts

Reimbursement by Borrowers. Each Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such Borrower, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the Base Rate plus 2%. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject to the terms and conditions of this Agreement (including the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III), such Borrower may request Advances hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Borrowers. Each The Domestic Borrowers and any Foreign Borrower for which a Facility LC was issued shall be irrevocably and unconditionally obligated to reimburse the LC Issuer through the Administrative Agent on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such BorrowerLC, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable any Domestic Borrower, nor such Foreign Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Domestic Borrower, such Foreign Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer (as determined by a court of competent jurisdiction by final and nonappealable judgment) in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable any Domestic Borrower or such Foreign Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to Base Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2.00% per annum plus 2%the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer Administrative Agent will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any a Domestic Borrower or a Foreign Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer through the Administrative Agent in respect of such Facility LC pursuant to Section 2.16.52.19.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), such the Domestic Borrowers or a Foreign Borrower may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Borrowers. Each Borrower The Borrowers shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such any Borrower’s account, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable any Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable a Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the Base rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus 2%the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any a Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.21.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.9 and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), such a Borrower may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Borrowers. Each Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Letter of Credit Payment Date for any amount to be paid by the LC Issuer upon any drawing under any Facility LC Letter of Credit issued by the Issuer for the account of such Borrower, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable no Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC Letter of Credit issued by it for the account of such Borrower complied with the terms of such Facility LC Letter of Credit or (ii) the LC Issuer’s 's failure to pay under any Facility LC Letter of Credit issued by it for the account of such Borrower after the presentation to it of a request strictly complying with the terms and conditions of such Facility LCLetter of Credit. All such amounts paid by the LC Issuer and remaining unpaid by the applicable Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) on or prior to the Base date on which the Issuer notifies such Borrower of the amount paid under any Letter of Credit, the rate applicable to Floating Rate Advances, and (y) thereafter, the sum of 2% plus 2%the rate applicable to Floating Rate Advances. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any a Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC Letter of Credit issued by the LC IssuerIssuer and any interest thereon, but only to the extent (and, in the case of interest, for the period of time) such Lender has made payment to the LC Issuer in respect of such Facility LC Letter of Credit pursuant to Section 2.16.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject to the terms and conditions of this Agreement (including the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III), such Borrower may request Advances hereunder for the purpose of satisfying any Reimbursement Obligation2.19.5.

Reimbursement by Borrowers. Each If any Issuer shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall be irrevocably and unconditionally obligated to reimburse the applicable Issuer by paying to the Administrative Agent an amount equal to such LC Issuer Disbursement not later than 12:00 noon, Local Time, on the date that such LC Disbursement is made, if such Borrower or before the Company shall have received notice of such LC Disbursement prior to 10:00 a.m., Local Time, on such date, or, if such notice has not been received by such Borrower or the Company prior to such time on such date, then not later than 12:00 noon, Local Time, on the Business Day immediately following the day that such Borrower or the Company receives such notice. The obligation of the applicable LC Payment Date for any amount Borrower to so reimburse the applicable Issuer shall be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of irrevocable and unconditional and such Borrower, reimbursement shall be made without presentment, demand, protest or other formalities of any kind; provided that neither the applicable such Borrower nor any Lender shall hereby not be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC such Issuer in determining whether a request presented under any Facility LC Letter of Credit complied with the terms of such Facility LC Letter of Credit or (ii) the LC such Issuer’s failure to pay under any Facility LC Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Facility LCLetter of Credit. All such amounts paid by the LC an Issuer and remaining unpaid by the applicable a Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the Base sum of 2% plus the rate applicable to Floating Rate plus 2%Advances. The LC Each Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any a Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC Letter of Credit issued by the LC such Issuer, but only to the extent such Lender has made payment to the LC such Issuer in respect of such Facility LC Letter of Credit pursuant to Section 2.16.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject to the terms and conditions of this Agreement (including the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III2.18(e), such Borrower may request Advances hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Borrowers. Each Borrower shall be The Borrowers are irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such Borrower, subsection 2.19.5. The Borrowers’ reimbursement obligation will be without presentment, demand, protest or other formalities of any kind; provided that neither kind but either the applicable Borrower nor Borrowers or any Lender shall hereby be precluded from asserting may assert any claim for direct (but not consequential) damages suffered by such Borrower the Borrowers or such the Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility the LC or (ii) the LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility the LC. All such amounts paid by the LC Issuer and remaining unpaid unreimbursed by the applicable Borrower shall Borrowers will bear interest, payable on demand, for each day until paid at a rate per annum year equal to (x) the Base rate applicable to Floating Rate Advances for that day if that day falls on or before the applicable LC Payment Date and (y) the sum of two hundred basis points (2.0%) plus 2%the rate applicable to Floating Rate Advances for that day if that day falls after the LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower for application in the Borrowers as payment, in whole or in part, of the for Reimbursement Obligation Obligations in respect of regard to any Facility LC issued by the LC Issuer, but only to if the extent such Lender has made payment to paid the LC Issuer in respect of such Facility for the LC pursuant to under Section 2.16.52.19.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including Agreement, the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III), such Borrower Borrowers may request Advances hereunder for the purpose of satisfying an Advance to satisfy any Reimbursement Obligation.

Reimbursement by Borrowers. Each The Company and the Borrower for which a Facility LC was issued shall be irrevocably and unconditionally obligated to reimburse the LC Issuer through the Administrative Agent on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such BorrowerLC, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable Company, nor such Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company, such Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable Company or such Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to Base Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2.00% plus 2%the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer Administrative Agent will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any the Company or a Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC IssuerIssuer for the account of such Borrower, but only to the extent such Lender has made payment to the LC Issuer through the Administrative Agent in respect of such Facility LC pursuant to Section 2.16.52.19.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), such the Company or a Borrower may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Borrowers. Each Borrower The Borrowers shall be irrevocably and unconditionally obligated to reimburse the LC Issuer Issuers on or before the applicable LC Payment Date for any amount amounts to be paid by the any LC Issuer upon any drawing under any Facility LC issued for the account of by such BorrowerLC Issuer, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable no Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such any Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the applicable LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the applicable LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the any LC Issuer and remaining unpaid by the applicable Borrower Borrowers shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the Base rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus 2%the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The Each LC Issuer will pay to each Lender ratably in accordance with its Revolving Loan Pro Rata Share all amounts received by it from any Borrower the Borrowers for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the such LC Issuer, but only to the extent such Lender has made payment to the such LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.24.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including including, without limitation, the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.9 and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), such Borrower the Borrowers may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Borrowers. Each Borrower The Borrowers shall be irrevocably and unconditionally obligated to reimburse the each LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the such LC Issuer upon any drawing under any Facility LC issued for the account of such BorrowerLC, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable Borrower Borrowers nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower the Borrowers or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the such LC Issuer and remaining unpaid by the applicable Borrower Borrowers shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the Base rate applicable to Floating Rate plus Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of two percent (2%) plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The Such LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower the Borrowers for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the such LC Issuer, but only to the extent such Lender has made payment to the such LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.23.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), such Borrower the Borrowers may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Borrowers. Each Borrower The Borrowers shall be irrevocably and unconditionally obligated to reimburse the LC Issuer Issuers on or before the applicable LC Payment Date for any amount amounts to be paid by the any LC Issuer upon any drawing under any Facility LC issued for the account of by such BorrowerLC Issuer, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable no Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such any Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the applicable LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the applicable LC Issuer’s 's failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the any LC Issuer and remaining unpaid by the applicable Borrower Borrowers shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the Base rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus 2%the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The Each LC Issuer will pay to each Lender ratably in accordance with its Revolving Loan Pro Rata Share all amounts received by it from any Borrower the Borrowers for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the such LC Issuer, but only to the extent such Lender has made payment to the such LC Issuer in respect of such Facility LC pursuant to Section 2.16.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject to the terms and conditions of this Agreement (including the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III), such Borrower may request Advances hereunder for the purpose of satisfying any Reimbursement Obligation2.24.

Reimbursement by Borrowers. Each Borrower Matured LC Obligation shall constitute a loan by LC Issuer to Borrowers. Borrowers severally and jointly promise to pay to LC Issuer, or to LC Issuer’s order, on demand, the full amount of each Matured LC Obligation, together with interest thereon (i) at the rate applicable to Base Rate Loans to and including the first Business Day after such demand is made by LC Issuer and (ii) at the Default Rate applicable to Base Rate Loans on each day thereafter. The obligation of Borrowers to reimburse LC Issuer for each Matured LC Obligation shall be irrevocably absolute, unconditional and unconditionally obligated to reimburse irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (including any LC Application) under all circumstances, including the following: (i) any lack of validity or enforceability of such Letter of Credit or any other agreement or instrument relating thereto; (ii) the existence of any claim, counterclaim, set-off, defense or other right that Borrowers may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), LC Issuer on or before any other Person, whether in connection with this Agreement, the applicable LC Payment Date for transactions contemplated hereby or by such Letter of Credit or any amount to be paid by the LC Issuer upon agreement or instrument relating thereto, or any drawing under unrelated transaction; (iii) any Facility LC issued for the account of such Borrower, without presentmentdraft, demand, protest certificate or other formalities document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any kinddocument required in order to make a drawing under such Letter of Credit; provided that neither the applicable Borrower nor (iv) any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered payment by such Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether under such Letter of Credit against presentation of a request presented under any Facility LC complied draft or certificate that does not strictly comply with the terms of such Facility LC Letter of Credit; or (iiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. Without limiting the generality of the foregoing, it is expressly agreed that the absolute and unconditional nature of Borrowers’ obligations under this section to reimburse LC Issuer for each drawing under a Letter of Credit will not be excused by the gross negligence or willful misconduct of LC Issuer. However, the foregoing shall not be construed to excuse LC Issuer from liability to Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Borrower to the extent permitted by applicable Law) suffered by Borrowers that are caused by LC Issuer’s failure to pay gross negligence or willful misconduct in determining whether drafts and other documents presented under any Facility LC after the presentation to it a Letter of a request strictly complying Credit comply with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the Base Rate plus 2%. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject to the terms and conditions of this Agreement (including the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III), such Borrower may request Advances hereunder for the purpose of satisfying any Reimbursement Obligationthereof.

Reimbursement by Borrowers. Each Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer Lender on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer Lender upon any drawing under any Facility LC issued for the account of such BorrowerLC, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable that, no Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer Lender in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s Lender's failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer Lender and remaining unpaid by the applicable Borrower Borrowers shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the Base rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus 2%the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.1.1(b) and the satisfaction of the applicable conditions precedent set forth in Article IIISection 10), such Borrower the Authorized Officer may request Advances an Advance hereunder on behalf of the applicable Borrower for the purpose of satisfying any Reimbursement Obligation.Reimbursement

Reimbursement by Borrowers. Each Borrower shall The Borrowers will be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such BorrowerLC, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable Borrower Borrowers nor any Lender shall will hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower the Borrowers or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s 's failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable Borrower shall Borrowers will bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the Base rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of two hundred basis points (2.0%) plus 2%the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower the Borrowers for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.19.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including Agreement, the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III), such Borrower Borrowers may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Borrowers. Each Borrower shall be irrevocably and unconditionally obligated to reimburse the LC each Issuer on or before the applicable LC Letter of Credit Payment Date for any amount to be paid by the LC such Issuer upon any drawing under any Facility LC Letter of Credit issued by such Issuer for the account of such Borrower, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable no Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence (as determined in a final non-appealable judgment of the LC a court of competent jurisdiction) of such Issuer in determining whether a request presented under any Facility LC Letter of Credit issued by it for the account of such Borrower complied with the terms of such Facility LC Letter of Credit or (ii) the LC such Issuer’s failure to pay under any Facility LC Letter of Credit issued by it for the account of such Borrower after the presentation to it of a request strictly complying with the terms and conditions of such Facility LCLetter of Credit. All such amounts paid by the LC any Issuer and remaining unpaid by the applicable Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) on or prior to the Base date on which such Issuer notifies such Borrower of the amount paid under any Letter of Credit, the rate applicable to Floating Rate Advances, and (y) thereafter, the sum of 2% plus 2%the rate applicable to Floating Rate Advances. The LC Each Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any a Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC Letter of Credit issued by the LC Issuersuch Issuer and any interest thereon, but only to the extent (and, in the case of interest, for the period of time) such Lender has made payment to the LC such Issuer in respect of such Facility LC Letter of Credit pursuant to Section 2.16.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject to the terms and conditions of this Agreement (including the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III), such Borrower may request Advances hereunder for the purpose of satisfying any Reimbursement Obligation2.21.5.

Reimbursement by Borrowers. Each Borrower shall be jointly, severally, irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account Letter of such BorrowerCredit, without presentment, demand, protest or other formalities of any kind; provided provided, however, that neither the applicable Borrower Borrowers nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower Borrowers or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC Letter of Credit issued by it complied with the terms of such Facility LC Letter of Credit or (ii) the LC Issuer’s 's failure to pay under any Facility LC Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LCLetter of Credit. All such amounts paid by the LC Issuer and remaining unpaid by the applicable Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the Base Rate plus 2%. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share Revolving Credit Commitment Percentage all amounts received by it from any Borrower Borrowers for application in payment, in whole or in part, of the Reimbursement Obligation reimbursement obligation in respect of any Facility LC Letter of Credit issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC Letter of Credit pursuant to Section 2.16.52.4.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Notice of Borrowing in compliance with Section 2.02 an Advance Request and the satisfaction of the applicable conditions precedent set forth in Article IIISection 5.2), such Borrower Borrowing Agent may request Advances a Revolving Loan hereunder for the purpose of satisfying any Reimbursement Obligationreimbursement obligation.

Reimbursement by Borrowers. Each Borrower The Borrowers shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such any Borrower’s account, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable any Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable a Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the Base rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus 2%the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any a Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.21.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.9 and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), such a Borrower may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Borrowers. Each Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such Borrower, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC complied with the terms of such Facility LC or (ii) the LC Issuer’s 's failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the Base Rate plus 2%. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject to the terms and conditions of this Agreement (including the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III), such Borrower may request Advances hereunder for the purpose of satisfying any Reimbursement Obligation2.16.

Reimbursement by Borrowers. Each Borrower The Borrowers jointly and severally shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such BorrowerLC, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable Borrower Borrowers nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such the applicable Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable Borrower Borrowers shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to Base Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2.00% per annum plus 2%the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower the Borrowers for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.19(e). So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), such the applicable Borrower may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Borrowers. Each The Domestic Borrowers and any Foreign Borrower for which a Facility LC was issued shall be irrevocably and unconditionally obligated to reimburse the LC Issuer through the Administrative Agent on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such BorrowerLC, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable any Domestic Borrower, nor such Foreign Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Domestic Borrower, such Foreign Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable any Domestic Borrower or such Foreign Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to Base Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2.00% plus 2%the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer Administrative Agent will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any a Domestic Borrower or a Foreign Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer through the Administrative Agent in respect of such Facility LC pursuant to Section 2.16.52.19.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), such the Domestic Borrowers or a Foreign Borrower may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Borrowers. Each Borrower The Borrowers shall be irrevocably and -------------------------- unconditionally jointly and severally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such BorrowerLC, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable Borrower Borrowers nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower the Borrowers or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s 's failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable Borrower Borrowers shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the Base rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus 2%the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower the Borrowers for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject to the terms and conditions of this Agreement (including the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III), such Borrower may request Advances hereunder for the purpose of satisfying any Reimbursement Obligation2.20.

Reimbursement by Borrowers. Each The Company and the Borrower for which a Facility LC was issued shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such BorrowerLC, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable Company, nor such Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company, such Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable Company or such Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to Base Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2.00% plus 2%the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any the Company or a Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC IssuerIssuer for the account of such Borrower, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.19.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), such the Company or a Borrower may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Borrowers. Each Borrower The Borrowers shall be irrevocably and unconditionally obligated obligated, jointly and severally, to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such BorrowerLC, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable any Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s 's failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable Borrower Borrowers shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the Base rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus 2%the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower the Borrowers for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject to the terms and conditions of this Agreement (including the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III), such Borrower may request Advances hereunder for the purpose of satisfying any Reimbursement Obligation2.19.

Reimbursement by Borrowers. Each Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Letter of Credit Payment Date for any amount to be paid by the LC Issuer upon any drawing under any Facility LC Letter of Credit issued by the Issuer for the account of such Borrower, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable no Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC Letter of Credit issued by it for the account of such Borrower complied with the terms of such Facility LC Letter of Credit or (ii) the LC Issuer’s 's failure to pay under any Facility LC Letter of Credit issued by it for the account of such Borrower after the presentation to it of a request strictly complying with the terms and conditions of such Facility LCLetter of Credit. All such amounts paid by the LC Issuer and remaining unpaid by the applicable Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) on or prior to the Base date on which the Issuer notifies such Borrower of the amount paid under any Letter of Credit, the rate applicable to Floating Rate Advances, and (y) thereafter, the sum of 2% plus 2%the rate applicable to Floating Rate Advances. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any a Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC Letter of Credit issued by the LC IssuerIssuer and any interest thereon, but only to the extent (and, in the case of interest, for the period of time) such Lender has made payment to the LC Issuer in respect of such Facility LC Letter of Credit pursuant to Section 2.16.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject to the terms and conditions of this Agreement (including the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III), such Borrower may request Advances hereunder for the purpose of satisfying any Reimbursement Obligation2.21.5.

Reimbursement by Borrowers. Each Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such Borrower, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC complied with the terms of such Facility LC or (ii) the LC Issuer’s 's failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the Base Rate plus 2%. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject to the terms and conditions of this Agreement (including the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III), such Borrower may request Advances hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Borrowers. Each Borrower The Borrowers shall be irrevocably and unconditionally obligated to reimburse the relevant LC Issuer on or before the applicable LC Payment Date for any amount to be amounts paid by the such LC Issuer upon any drawing under any Facility LC issued for the account of such BorrowerLC, without presentment, demand, protest or other formalities of any kind; kind (other than the demand contemplated hereby). Such reimbursement shall be due by 11:00 a.m. (New York City time) on the Business Day following the date such LC Issuer makes demand to the Borrowers therefor, provided that neither the applicable Borrower nor any Lender Borrowers shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower or such Lender pay to the extent, but only to Administrative Agent for the extent, caused by (i) the willful misconduct or gross negligence account of the relevant LC Issuer interest on the amount subject to reimbursement for the Business Day such demand is made if such demand is not satisfied on the same Business Day at the Base Rate plus the Applicable Margin for Base Rate Loans in determining whether a request presented under any Facility LC complied with the terms of effect at such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of such Facility LCtime. All such amounts paid by the relevant LC Issuer and remaining unpaid by the applicable Borrower Borrowers after such amounts are due in accordance with the foregoing shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2.00% per annum plus the rate applicable to Base Rate plus 2%Loans for such day. The relevant LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower the Borrowers for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the such LC Issuer, but only to the extent such Lender has made payment to the such LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.12(e). So long as If an LC Issuer shall not have received from the Commitment Termination Date has Borrowers the payment required to be made by this Section 2.12(f) within the time specified in this section, such LC Issuer will promptly notify the Administrative Agent of the non-payment of such drawing and the Administrative Agent will promptly notify each applicable Revolving Lender to provide its Pro Rata Share thereof by no later than 12:00 (noon) on the Business Day on which such payment was not occurred with respect to a Borrower, but subject received from the Borrowers. Each such Revolving Lender shall pay by wire transfer of immediately available funds to the terms and conditions Administrative Agent not later than 2:00 p.m. on such date an amount equal to such Lender’s Pro Rata Share of this Agreement such drawing (including it being understood that (i) if the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent to borrowing set forth in Article III)Sections 4.02(a) and (b) have been satisfied, such Borrower may request Advances hereunder for amount shall be deemed to constitute a Base Rate Loan of such Lender and, to the purpose extent of satisfying such payment, the Reimbursement Obligations of the Borrowers in respect of such drawing shall be discharged and replaced with the resulting Base Rate Loan and (ii) if such conditions precedent to borrowing have not been satisfied, then any Reimbursement Obligationsuch amount paid by any Revolving Lender shall not constitute a Loan and shall not relieve the Borrowers from their obligation to reimburse such drawing).

Reimbursement by Borrowers. Each Borrower shall be The Borrowers are irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such Borrower, subsection 2.19.5. The Borrowers’ reimbursement obligation will be without presentment, demand, protest or other formalities of any kind; provided that neither kind but either the applicable Borrower nor Borrowers or any Lender shall hereby be precluded from asserting may assert any claim for direct (but not consequential) damages suffered by such Borrower the Borrowers or such the Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC Letter of Credit issued by it complied with the terms of such Facility LC the Letter of Credit or (ii) the LC Issuer’s failure to pay under any Facility LC Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LCthe Letter of Credit. All such amounts paid by the LC Issuer and remaining unpaid unreimbursed by the applicable Borrower shall Borrowers will bear interest, payable on demand, for each day until paid at a rate per annum year equal to (x) the Base rate applicable to Floating Rate Advances for that day if that day falls on or before the applicable LC Payment Date and (y) the sum of two hundred basis points (2.0%) plus 2%the rate applicable to Floating Rate Advances for that day if that day falls after the LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower for application in the Borrowers as payment, in whole or in part, for Reimbursement Obligations in regard to any Letter of the Reimbursement Obligation in respect of any Facility LC Credit issued by the LC Issuer, but only to if the extent such Lender has made payment to paid the LC Issuer in respect for the Letter of such Facility LC pursuant to Credit under Section 2.16.52.19.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including Agreement, the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III), such Borrower Borrowers may request Advances hereunder for the purpose of satisfying an Advance to satisfy any Reimbursement Obligation.

Reimbursement by Borrowers. Each Borrower The Borrowers shall be irrevocably and unconditionally obligated to reimburse the LC Letter of Credit Issuer on or before the applicable LC Letter of Credit Payment Date for any amount amounts to be paid by the LC Letter of Credit Issuer upon any drawing under any Facility LC issued for the account Letter of such BorrowerCredit, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable Borrower Borrowers nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower the Borrowers or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Letter of Credit Issuer in determining whether a request presented under any Facility LC Letter of Credit issued by it complied with the terms of such Facility LC Letter of Credit or (ii) the LC Letter of Credit Issuer’s failure to pay under any Facility LC Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LCLetter of Credit. All such amounts paid by the LC Letter of Credit Issuer and remaining unpaid by the applicable Borrower Borrowers shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the Base Revolving Loan Interest Rate for such day if such day falls on or before the applicable Letter of Credit Payment Date and (y) the sum of 2.00% per annum plus 2%the Revolving Loan Interest Rate for such day if such day falls after such Letter of Credit Payment Date. The LC Letter of Credit Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower the Borrowers for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC Letter of Credit issued by the LC Letter of Credit Issuer, but only to the extent such Lender has made payment to the LC Letter of Credit Issuer in respect of such Facility LC Letter of Credit pursuant to Section 2.16.52.14(e). So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.4 and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), such Borrower the Borrowers may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Borrowers. Each Borrower shall be irrevocably and unconditionally obligated to reimburse the each LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the such LC Issuer upon any drawing under any Facility LC issued for the account of such Borrower (or for the account of any Subsidiary of such Borrower), without presentment, demand, protest or other formalities of any kind; provided provided, that such Borrower shall not be obligated to reimburse any LC Issuer for any amounts so paid by it, and the LC Payment Date in respect of any such reimbursement shall not be, earlier than the later of the date on which such LC Issuer is required to pay the beneficiary of such Facility LC and (A) 12:00 noon (Chicago time) on the day that the Agent delivers notice of a drawing under a Facility LC pursuant to Section 2.19.5, if such notice shall have been received by such Borrower prior to 10:00 a.m. (Chicago time) on a Business Day, or (B) if such notice has not been so received by such Borrower prior to such time on such date, then not later than 12:00 noon (Chicago time) on the Business Day immediately following the day that such Borrower receives such notice; provided, further, that neither the applicable such Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequentialspecial, indirect, consequential or punitive) damages suffered by such Borrower or such Lender to the extent, but only to the extent, caused by (ia) the willful misconduct or gross negligence of the any LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or and (iib) the any LC Issuer’s failure to pay under any Facility LC issued by it (other than any such failure to so pay being due to the making of such payment under such Facility LC not being permitted by law) after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the an LC Issuer and remaining unpaid by the applicable Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (i) the rate applicable to Base Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (ii) the sum of 1% plus 2%the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any the applicable Borrower for application in to the payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the such LC Issuer, but only to the extent such Lender has made payment to the such LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.19.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.02.4 and the satisfaction of the applicable conditions precedent set forth in Article III3), such the applicable Borrower may request Advances an Advance or a Swing Line Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Borrowers. Each Borrower shall The Borrowers will be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such BorrowerLC, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable Borrower Borrowers nor any Lender shall will hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower the Borrowers or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s 's failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable Borrower shall Borrowers will bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the Base rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus 2%the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower the Borrowers for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.19.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including Agreement, the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III), such Borrower Borrowers may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Borrowers. Each Borrower The Borrowers, jointly and severally, shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such BorrowerLC, without presentment, demand, protest or other formalities of any kind; provided PROVIDED that neither the applicable any Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s 's failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable Borrower Borrowers shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the Base rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 3% per annum plus 2%the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower the Borrowers for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject to the terms and conditions of this Agreement (including the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III), such Borrower may request Advances hereunder for the purpose of satisfying any Reimbursement Obligation2.19.

Reimbursement by Borrowers. Each Borrower The Borrowers shall be irrevocably and unconditionally obligated obligated, jointly and severally, to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such BorrowerLC, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable any Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s 's failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable Borrower Borrowers shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the Base rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus 2%the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower the Borrowers for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.19.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), such Borrower the Borrowers may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Borrowers. Each Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such BorrowerLC, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable that, no Borrower nor any Revolving Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower or such Revolving Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s 's failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable Borrower Borrowers shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the Base rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus 2%the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Revolving Lender ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower the Borrowers for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Revolving Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.1.2(d). So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.1.1(b) and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), such the Borrower Representative may request Advances an Advance hereunder on behalf of the applicable Borrower for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Borrowers. Each Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC issued for the account of such BorrowerLC, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable that, no Borrower nor any Revolving Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower or such Revolving Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the applicable Borrower Borrowers shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the Base rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus 2%the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Revolving Lender ratably in accordance with its Pro Rata Share all amounts received by it from any Borrower the Borrowers for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Revolving Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.1.2(d). So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.1.1(b) and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), such the Borrower Representative may request Advances an Advance hereunder on behalf of the applicable Borrower for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Borrowers. Each Borrower shall be irrevocably and unconditionally obligated to reimburse the LC each Issuer on or before the applicable LC Letter of Credit Payment Date for any amount to be paid by the LC such Issuer upon any drawing under any Facility LC Letter of Credit issued by such Issuer for the account of such Borrower, without presentment, demand, protest or other formalities of any kind; provided that neither the applicable no Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by such Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC such Issuer in determining whether a request presented under any Facility LC Letter of Credit issued by it for the account of such Borrower complied with the terms of such Facility LC Letter of Credit or (ii) the LC such Issuer’s failure to pay under any Facility LC Letter of Credit issued by it for the account of such Borrower after the presentation to it of a request strictly complying with the terms and conditions of such Facility LCLetter of Credit. All such amounts paid by the LC any Issuer and remaining unpaid by the applicable Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) on or prior to the Base date on which such Issuer notifies such Borrower of the amount paid under any Letter of Credit, the rate applicable to Floating Rate Advances, and (y) thereafter, the sum of 2% plus 2%the rate applicable to Floating Rate Advances. The LC Each Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from any a Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC Letter of Credit issued by the LC Issuersuch Issuer and any interest thereon, but only to the extent (and, in the case of interest, for the period of time) such Lender has made payment to the LC such Issuer in respect of such Facility LC Letter of Credit pursuant to Section 2.16.5. So long as the Commitment Termination Date has not occurred with respect to a Borrower, but subject to the terms and conditions of this Agreement (including the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III), such Borrower may request Advances hereunder for the purpose of satisfying any Reimbursement Obligation2.21.5.