Common use of Reimbursement by Company Clause in Contracts

Reimbursement by Company. The Company shall be irrevocably and unconditionally obligated to reimburse the applicable LC Issuer on the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any drawing under any Facility LC issued by it, without presentment, demand, protest or other formalities of any kind; provided that neither the Company nor any Bank shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such 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) such 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 applicable LC Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the 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 1.00% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Issuer will pay to each Bank ratably in accordance with its Pro Rata Share all amounts received by such LC Issuer from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such LC Issuer, but only to the extent such Bank has made payment to such LC Issuer in respect of such Facility LC pursuant to Section 3.5. Subject to the terms and conditions of this Agreement (including the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article XI), the Company may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Company. The Company shall be irrevocably and unconditionally obligated to reimburse the applicable LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by such the LC Issuer upon any drawing under any Facility LC issued by itLC, without presentment, demand, protest or other formalities of any kind; provided that neither the Company nor any Bank Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such 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) such 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 applicable LC Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the 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 1.002% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Issuer will pay to each Bank Lender ratably in accordance with its Pro Rata Share all amounts received by such LC Issuer it from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such the LC Issuer, but only to the extent such Bank Lender has made payment to such the LC Issuer in respect of such Facility LC pursuant to Section 3.52.19(e). Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.8 2.3 and the satisfaction of the applicable conditions precedent set forth in Article XIIV), the Company may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Company. The Company shall be irrevocably and unconditionally obligated to reimburse the applicable LC Issuer on the applicable LC Payment Date for any amounts to be paid by such the LC Issuer upon any drawing under any Facility LC issued by itLC, without presentment, demand, protest or other formalities of any kind; provided that neither the Company nor any Bank shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such 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) such 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 applicable LC Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the 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 1.001% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Issuer will pay to each Bank ratably in accordance with its Pro Rata Share all amounts received by such LC Issuer it from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such the LC Issuer, but only to the extent such Bank has made payment to such the LC Issuer in respect of such Facility LC pursuant to Section 3.5. Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article XI), the Company may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Company. The Company shall be irrevocably and unconditionally obligated to reimburse the applicable LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any drawing under any Facility LC issued by it, without presentment, demand, protest or other formalities of any kind; provided that neither the Company nor any Bank shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such 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) such 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 applicable any LC Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to Floating Base Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 1.002% plus the rate applicable to Floating Base Rate Advances for such day if such day falls after such LC Payment Date. The applicable Each LC Issuer will pay to each Bank ratably in accordance with its Pro Rata Share all amounts received by such LC Issuer it from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such LC Issuer, but only to the extent such Bank has made payment to such LC Issuer in respect of such Facility LC pursuant to Section 3.52.17(e). Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.8 2.03 and the satisfaction of the applicable conditions precedent set forth in Article XIIV), the Company may request an Advance a Committed Loan hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Company. The Company shall be irrevocably and unconditionally obligated to reimburse the applicable LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by such the LC Issuer upon any drawing under any Facility LC issued by itLC, without presentment, demand, protest or other formalities of any kind; provided that neither the Company nor any Bank Revolving Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank Revolving Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such 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) such 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 applicable LC Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the 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 1.002% per annum plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Issuer will pay to each Bank Revolving Lender ratably in accordance with its Revolving Loan Pro Rata Share all amounts received by such LC Issuer it from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such the LC Issuer, but only to the extent such Bank Revolving Lender has made payment to such the LC Issuer in respect of such Facility LC pursuant to Section 3.52.19.5. Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article XIIV), the Company may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Company. The Company shall be irrevocably and unconditionally obligated to reimburse the applicable LC Issuer on the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any drawing under any Facility LC issued by it, without presentment, demand, protest or other formalities of any kind; provided that neither the Company nor any Bank shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such 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) such 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 applicable LC Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the 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 1.001% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Issuer will pay to each Bank ratably in accordance with its Pro Rata Share all amounts received by such LC Issuer from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such LC Issuer, but only to the extent such Bank has made payment to such LC Issuer in respect of such Facility LC pursuant to Section 3.5. Subject to the terms and conditions of this Agreement (including the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article XI), the Company may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Company. The Company shall be irrevocably and unconditionally obligated to reimburse the applicable LC Issuer on the applicable LC Payment Date for any amounts to be amount paid by such the LC Issuer upon any drawing under any Facility LC issued by itLC, without presentment, demand, protest or other formalities of any kind; provided that neither the Company nor any Bank shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such 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) such 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 If the Company fails to so reimburse the LC Issuer by 2:00 P.M. on the applicable LC Issuer Payment Date, the Administrative Agent shall promptly notify each Bank of such LC Payment Date, the amount of the unpaid Reimbursement Obligation and remaining unpaid by such Bank’s Pro Rata Share thereof. In such event, the Company shall be deemed to have requested a Floating Rate Advance to be disbursed on the applicable LC Payment Date in an amount equal to the unpaid Reimbursement Obligation, without regard to the minimum and multiples specified in Section 2.4.2 for Floating Rate Advances, but subject to the amount of the unutilized portion of the Aggregate Commitment and the conditions set forth in Article IV. Any Reimbursement Obligation that is not fully refinanced by the making of a Floating Rate Advance because the conditions set forth in Article IV cannot be satisfied or for any other reason shall bear interest, interest payable on demanddemand from such LC Payment Date to the date of reimbursement, for each day until paid at a rate of interest per annum equal to (x) the rate applicable to Floating Rate Advances for such day if such day falls (plus, beginning on or before the third Business Day after the LC Issuer notifies the Company that the LC Issuer has paid the applicable LC Payment Date and (y) the sum of 1.00% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Datedrawing, 2%). The applicable LC Issuer will pay to each Bank ratably in accordance with its Pro Rata Share all amounts received by such LC Issuer it from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such the LC Issuer, but only to the extent such Bank has made payment to such the LC Issuer in respect of such Facility LC pursuant to Section 3.5. Subject to the terms and conditions of this Agreement (including the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article XI), the Company may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation2.7.5.

Reimbursement by Company. The Company shall be irrevocably and unconditionally obligated to reimburse the applicable LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by such the LC Issuer upon any drawing under any Facility LC issued by itLC, without presentment, demand, protest or other formalities of any kind; provided that neither the Company nor any Bank Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such 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) such 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 applicable LC Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the 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 1.002% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Issuer will pay to each Bank Lender ratably in accordance with its Pro Rata Share all amounts received by such LC Issuer it from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such the LC Issuer, but only to the extent such Bank Lender has made payment to such the LC Issuer in respect of such Facility LC pursuant to Section 3.52.19(e). Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.8 2.3 and the satisfaction of the applicable conditions precedent set forth in Article XIIV), the Company may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Company. The Company shall be irrevocably and unconditionally obligated to reimburse the applicable LC Issuer on the applicable LC Payment Date for any amounts to be paid by such the LC Issuer upon any drawing under any Facility LC issued by itLC, without presentment, demand, protest or other formalities of any kind; provided that neither the Company nor any Bank shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such 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) such 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 applicable LC Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the 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 1.001% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Issuer will pay to each Bank ratably in accordance with its Pro Rata Share all amounts received by such LC Issuer it from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such the LC Issuer, but only to the extent such Bank has made payment to such the LC Issuer in respect of such Facility LC pursuant to Section 3.5. Subject to the terms and conditions of this Agreement (including the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article XI), the Company may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Company. The Company shall reimburse (which reimbursement may be by the making of Base Rate Advances pursuant to this Section 2.16(f) or otherwise) the applicable Issuer through the Administrative Agent prior to 12:00 noon (New York time) on the date that any amount is paid by such Issuer under any Letter of Credit (each such date, an “Honor Date”) or, if the Company does not receive notice of such payment by such Issuer prior to 10:00 a.m. (New York time) on an Honor Date, on the next succeeding Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Advances). If the Company fails to reimburse the applicable Issuer for the full amount of any drawing under any Letter of Credit on the date and by the time specified in the previous sentence (by the making of Base Rate Advances pursuant to this Section 2.16(f) or otherwise), then (a) the Company shall be deemed to have requested that Base Rate Advances in an amount equal to the unreimbursed amount be made by the Banks on such date (and the Administrative Agent shall promptly notify each Bank thereof); (b) subject to the conditions set forth in Section 4.02 (but without regard to the minimum and integral multiple requirements for borrowings set forth in Section 2.05), the Banks shall make such Advances on such date; and (c) the Administrative Agent shall deliver the proceeds of such Advances to the applicable Issuer to pay such unreimbursed amount. The Company shall be irrevocably and unconditionally obligated to reimburse each Issuer on or before the applicable LC Issuer on the applicable LC Payment Honor Date for any amounts amount to be paid by such LC Issuer upon any drawing under any Facility LC issued by itLetter of Credit, without presentment, demand, protest or other formalities of any kind; provided that neither the Company nor any Bank shall hereby not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such LC Issuer in determining whether a request presented under any Facility LC issued by it Letter of Credit complied with the terms of such Facility LC Letter of Credit or (ii) such LC Issuer’s failure to pay under any Facility LC issued by it 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 applicable LC Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the 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 1.00% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Each Issuer will pay to each Bank ratably in accordance with its Pro Rata Share all amounts received by such LC Issuer it from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC Letter of Credit issued by such LC Issuer, but only to the extent such Bank has made payment to such LC Issuer in respect of such Facility LC Letter of Credit pursuant to Section 3.5. Subject to the terms and conditions of this Agreement (including the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article XI2.16(e), the Company may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Company. The Company shall be irrevocably and unconditionally obligated to reimburse the applicable LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by such the LC Issuer upon any drawing under any Facility LC issued by itLC, without presentment, demand, protest or other formalities of any kindkind and, subject to this Section 2.19.6, in the Agreed Currency which was paid by the LC Issuer; provided that neither the Company nor any Bank Revolving Lender shall hereby be precluded from asserting any claim for direct (but not consequentialspecial, indirect, consequential or punitive) damages suffered by the Company or such Bank Revolving Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such 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) such 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 applicable LC Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the 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 1.002% per annum plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Issuer will pay to each Bank Revolving Lender ratably in accordance with its Revolving Loan Pro Rata Share all amounts received by such LC Issuer it from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such the LC Issuer, but only to the extent such Bank Revolving Lender has made payment to such the LC Issuer in respect of such Facility LC pursuant to Section 3.52.19.5. Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article XIIV), the Company may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation. If the Company’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Agent, LC Issuer or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, the Company shall, at its option, either (x) pay the amount of any such tax requested by the Agent, the LC Issuer or the relevant Lender or (y) pay each Reimbursement Obligation made in such Foreign Currency in Dollars, in the Dollar Amount thereof, calculated using the applicable exchange rates, on the date the underlying disbursement is made by the LC Issuer, of such disbursement.

Reimbursement by Company. The Company shall reimburse (which reimbursement may be by the making of Base Rate Advances pursuant to this Section 2.16(f) or otherwise) the applicable Issuer through the Administrative Agent prior to 12:00 noon on the date that any amount is paid by such Issuer under any Letter of Credit (each such date, an “Honor Date”) or, if the Company does not receive notice of such payment by such Issuer prior to 10:00 a.m. on an Honor Date, on the next succeeding Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Advances). If the Company fails to reimburse the applicable Issuer for the full amount of any drawing under any Letter of Credit on the date and by the time specified in the previous sentence (by the making of Base Rate Advances pursuant to this Section 2.16(f) or otherwise), then (a) the Company shall be deemed to have requested that Base Rate Advances in an amount equal to the unreimbursed amount be made by the Banks on such date (and the Administrative Agent shall promptly notify each Bank thereof); (b) subject to the conditions set forth in Section 4.02 (but without regard to the minimum and integral multiple requirements for borrowings set forth in Section 2.05), the Banks shall make such Advances on such date; and (c) the Administrative Agent shall deliver the proceeds of such Advances to the applicable Issuer to pay such unreimbursed amount. The Company shall be irrevocably and unconditionally obligated to reimburse each Issuer on or before the applicable LC Issuer on the applicable LC Payment Honor Date for any amounts amount to be paid by such LC Issuer upon any drawing under any Facility LC issued by itLetter of Credit, without presentment, demand, protest or other formalities of any kind; provided that neither the Company nor any Bank shall hereby not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such LC Issuer in determining whether a request presented under any Facility LC issued by it Letter of Credit complied with the terms of such Facility LC Letter of Credit or (ii) such LC Issuer’s failure to pay under any Facility LC issued by it 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 applicable LC Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the 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 1.00% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Each Issuer will pay to each Bank ratably in accordance with its Pro Rata Share all amounts received by such LC Issuer it from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC Letter of Credit issued by such LC Issuer, but only to the extent such Bank has made payment to such LC Issuer in respect of such Facility LC Letter of Credit pursuant to Section 3.5. Subject to the terms and conditions of this Agreement (including the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article XI2.16(e), the Company may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Company. The Company shall be irrevocably and unconditionally obligated to reimburse the applicable LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by such the LC Issuer upon any drawing under any Facility LC issued by itLC, without presentment, demand, protest or other formalities of any kind; provided that neither the Company nor any Bank Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such 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) such 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 applicable LC Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the 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 1.002% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Issuer will pay to each Bank Lender ratably in accordance with its Pro Rata Share all amounts received by such LC Issuer it from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such the LC Issuer, but only to the extent such Bank Lender has made payment to such the LC Issuer in respect of such Facility LC pursuant to Section 3.52.19.5. Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.8 2.3 and the satisfaction of the applicable conditions precedent set forth in Article XIIV), the Company may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Company. The Company shall be irrevocably and unconditionally obligated to reimburse the applicable LC Issuer on the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any drawing under any Facility LC issued by it, without presentment, demand, protest or other formalities of any kind; provided that neither the Company nor any Bank shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the Amended and Restated Revolving Credit Agreement The Bank of Nova Scotia/Consumers Energy terms of such Facility LC or (ii) such 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 applicable LC Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the 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 1.00% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Issuer will pay to each Bank ratably in accordance with its Pro Rata Share all amounts received by such LC Issuer from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such LC Issuer, but only to the extent such Bank has made payment to such LC Issuer in respect of such Facility LC pursuant to Section 3.5. Subject to the terms and conditions of this Agreement (including the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article XI), the Company may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Company. The Company shall be irrevocably and unconditionally obligated to reimburse the applicable LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by such the LC Issuer upon any drawing under any Facility LC issued by itLC, without presentment, demand, protest or other formalities of any kindkind and, subject to this Section 2.19.6, in the Agreed Currency which was paid by the LC Issuer; provided that neither the Company nor any Bank Revolving Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank Revolving Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such 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) such 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 applicable LC Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the 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 1.002% per annum plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Issuer will pay to each Bank Revolving Lender ratably in accordance with its Revolving Loan Pro Rata Share all amounts received by such LC Issuer it from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such the LC Issuer, but only to the extent such Bank Revolving Lender has made payment to such the LC Issuer in respect of such Facility LC pursuant to Section 3.52.19.5. Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article XIIV), the Company may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation. If the Company’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Agent, LC Issuer or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, the Company shall, at its option, either (x) pay the amount of any such tax requested by the Agent, the LC Issuer or the relevant Lender or (y) pay each Reimbursement Obligation made in such Foreign Currency in Dollars, in the Dollar Amount thereof, calculated using the applicable exchange rates, on the date the underlying disbursement is made by the LC Issuer, of such disbursement.

Reimbursement by Company. The Company shall be irrevocably and unconditionally obligated to reimburse the applicable LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by such the LC Issuer upon any drawing under any Facility LC issued by itLC, without presentment, demand, protest or other formalities of any kind; provided that neither the Company nor any Bank Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such 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) such 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 applicable LC Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the 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 1.002% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Issuer will pay to each Bank Lender ratably in accordance with its Pro Rata Share all amounts received by such LC Issuer it from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such the LC Issuer, but only to the extent such Bank Lender has made payment to such the LC Issuer in respect of such Facility LC pursuant to Section 3.52.19(e). Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice NoticeRequest in compliance with Section 2.8 2.3 and the satisfaction of the applicable conditions precedent set forth in Article XIIV), the Company may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Company. The Company shall reimburse (which reimbursement may be by the making of Base Rate Advances pursuant to this Section 2.16(f) or otherwise) the applicable Issuer through the Administrative Agent prior to 12:00 noon (New York time) on the date that any amount is paid by such Issuer under any Letter of Credit (each such date, an “Honor Date”) or, if the Company does not receive notice of such payment by such Issuer prior to 10:00 a.m. (New York time) on an Honor Date, on the next succeeding Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Advances). If the Company fails to reimburse the applicable Issuer for the full amount of any drawing under any Letter of Credit on the date and by the time specified in the previous sentence 721510353 03 29 (by the making of Base Rate Advances pursuant to this Section 2.16(f) or otherwise), then (a) the Company shall be deemed to have requested that Base Rate Advances in an amount equal to the unreimbursed amount be made by the Banks on such date (and the Administrative Agent shall promptly notify each Bank thereof); (b) subject to the conditions set forth in Section 4.02 (but without regard to the minimum and integral multiple requirements for borrowings set forth in Section 2.05), the Banks shall make such Advances on such date; and (c) the Administrative Agent shall deliver the proceeds of such Advances to the applicable Issuer to pay such unreimbursed amount. The Company shall be irrevocably and unconditionally obligated to reimburse each Issuer on or before the applicable LC Issuer on the applicable LC Payment Honor Date for any amounts amount to be paid by such LC Issuer upon any drawing under any Facility LC issued by itLetter of Credit, without presentment, demand, protest or other formalities of any kind; provided that neither the Company nor any Bank shall hereby not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such LC Issuer in determining whether a request presented under any Facility LC issued by it Letter of Credit complied with the terms of such Facility LC Letter of Credit or (ii) such LC Issuer’s failure to pay under any Facility LC issued by it 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 applicable LC Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the 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 1.00% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Each Issuer will pay to each Bank ratably in accordance with its Pro Rata Share all amounts received by such LC Issuer it from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC Letter of Credit issued by such LC Issuer, but only to the extent such Bank has made payment to such LC Issuer in respect of such Facility LC Letter of Credit pursuant to Section 3.5. Subject to the terms and conditions of this Agreement (including the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article XI2.16(e), the Company may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Company. The Company Each Borrower shall be irrevocably and unconditionally obligated to reimburse the applicable LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by such the LC Issuer upon any drawing under any Facility LC issued by itLC, without presentment, demand, protest or other formalities of any kind; provided that neither the Company any Borrower nor any Bank Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company such Borrower or such Bank Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such 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) such 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 applicable LC Issuer and remaining unpaid by the Company a Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the 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 1.002% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Issuer will pay to each Bank Lender ratably in accordance with its Pro Rata Share all amounts received by such LC Issuer it from the Company a Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such the LC Issuer, but only to the extent such Bank Lender has made payment to such the LC Issuer in respect of such Facility LC pursuant to Section 3.52.20.5. Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.8 2.9 and the satisfaction of the applicable conditions precedent set forth in Article XIIV), the Company a Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Company. The Company shall be irrevocably and unconditionally obligated to reimburse the applicable LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by such the LC Issuer upon any drawing under any Facility LC issued by itLC, without presentment, demand, protest or other formalities of any kind; provided that neither the Company nor any Bank shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such 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) such 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 applicable LC Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the 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 1.002% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Issuer will pay to each Bank ratably in accordance with its Pro Rata Share all amounts received by such LC Issuer it from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such the LC Issuer, but only to the extent such Bank has made payment to such the LC Issuer in respect of such Facility LC pursuant to Section 3.52.20(E). Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article XIIV), the Company may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Company. The Company shall be irrevocably and ------------------------ unconditionally obligated to reimburse the applicable LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by such the LC Issuer upon any drawing under any Facility LC issued by itLC, without presentment, demand, protest or other formalities of any kind; provided that neither the Company nor any Bank shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such 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) such 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 applicable LC Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the 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 1.002% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Issuer will pay to each Bank ratably in accordance with its Pro Rata Share all amounts received by such LC Issuer it from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such the LC Issuer, but only to the extent such Bank has made payment to such the LC Issuer in respect of such Facility LC pursuant to Section 3.52.20(E). Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article XIIV), the Company may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.