Common use of Reimbursement by the Borrower Clause in Contracts

Reimbursement by the Borrower. The Borrower shall be irrevocably and unconditionally obligated to reimburse each 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, without presentment, demand, protest or other formalities of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender 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 an LC Issuer and remaining unpaid by the 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 the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower 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 Lender has made payment to such LC Issuer in respect of such Facility LC pursuant to Section 2.19(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 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by the Borrower. The Borrower shall be irrevocably and unconditionally obligated to reimburse each LC Issuer on or before the applicable LC Payment Date (provided that the Borrower has received notice from the Administrative Agent of such LC Payment Date not later than 11:00 a.m. Pacific time on the LC Payment Date, otherwise such payment shall be due on the Business Day immediately following the date on which the Borrower receives such notice) for any amounts to be paid by such LC Issuer upon any drawing under any Facility LC, without presentment, demand, protest or other formalities of any kind; provided that neither the Borrower nor any Revolving Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Revolving Lender 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 an LC Issuer and remaining unpaid by the 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 the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. Each LC Issuer will pay to each Revolving Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower 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 Revolving Lender has made payment to such LC Issuer in respect of such Facility LC pursuant to Section 2.19(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 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by the Borrower. The (A) If any amount is drawn under any Letter of Credit, the Borrower shall be irrevocably and unconditionally obligated agrees to reimburse each the relevant LC Issuer Issuing Bank for such amount, together with any and all reasonable charges and expenses which such LC Issuing Bank may pay or incur relative to such drawing. Such reimbursement shall be due and payable on the relevant LC Payment Date or before the date on which such LC Issuing Bank notifies the Borrower of such drawing, whichever is later; provided that, if such notice is given after 10:00 A.M. (New York City time) on the later of such dates, such reimbursement shall be due and payable on the next following Domestic Business Day (the date on which it is due and payable being an "LC Reimbursement Due Date"). (B) In addition, the Borrower agrees to pay, on the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any drawing Reimbursement Due Date, interest on each amount drawn under any Facility LC, without presentment, demand, protest or other formalities a Letter of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender 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 an LC Issuer and remaining unpaid by the Borrower shall bear interest, payable on demandCredit, for each day until from and including the date such amount is drawn to but excluding such LC Reimbursement Due Date, at the Base Rate for such day. The Borrower also agrees to pay, on demand, interest on any overdue amount (including any overdue interest) payable under this subsection (j), for each day from and including the date when such amount becomes due to but excluding the date such amount is paid in full, 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 2.002% per annum plus the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. day. (C) Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received payment by it from the Borrower 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 pursuant to this subsection (j) shall be made to the extent such Lender has made payment relevant LC Issuing Bank in Federal or other funds immediately available to such LC Issuer it at its address referred to in respect of such Facility LC pursuant to Section 2.19(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 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation9.01.

Reimbursement by the Borrower. The Borrower shall be irrevocably and unconditionally obligated to reimburse each LC Issuer on or before the applicable LC Payment Date (provided that the Borrower has received notice from the Administrative Agent of such LC Payment Date not later than 11:00 a.m. (Pacific time) on the LC Payment Date, otherwise such payment shall be due on the Business Day immediately following the date on which the Borrower receives such notice) for any amounts to be paid by such LC Issuer upon any drawing under any Facility LC, without presentment, demand, protest or other formalities of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender 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 an LC Issuer and remaining unpaid by the 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 the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower 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 Lender has made payment to such LC Issuer in respect of such Facility LC pursuant to Section 2.19(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 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by the Borrower. The Borrower In the event an Issuing Bank shall be irrevocably and unconditionally obligated have determined to reimburse each LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any honor a drawing under any Facility LCLetter of Credit, without presentment, demand, protest or other formalities of any kind; provided that neither it shall promptly notify the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by and the Administrative Agent thereof, and the Borrower or shall reimburse such Lender Issuing Bank for such drawing by paying to such Issuing Bank an amount in Dollars in same day funds equal to the extent, but only to the extent, caused by amount of such drawing not later than (i) if the willful misconduct or gross negligence Borrower shall have received notice of such LC Issuer in determining whether a request presented under drawing prior to 10:00 a.m. (New York City time) on any Facility LC issued by it complied with the terms of Business Day, then 2:00 p.m. (New York City time) on such Facility LC Business Day or (ii) otherwise, 2:00 p.m. (New York City time) on the Business Day next following the day that the Borrower receives such LC Issuer’s failure notice (the date on which the Borrower is required to pay reimburse a drawing under any Facility LC issued by it after Letter of Credit being referred to herein as the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by an LC Issuer and remaining unpaid by the 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 the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment “Reimbursement Date. Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower 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 Lender has made payment to such LC Issuer ” in respect of such Facility LC pursuant to Section 2.19(edrawing). Subject ; provided that the Borrower may, subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice to borrowing set forth herein, request in compliance accordance with Section 2.8 and 2.2(b) that such reimbursement payment be financed with a Base Rate Revolving Borrowing and, to the satisfaction of extent the applicable conditions precedent set forth Issuing Bank shall have received the proceeds thereof, the Borrower’s obligation to make such reimbursement payment shall be discharged and replaced by the resulting Base Rate Revolving Borrowing. The Borrower unconditionally and irrevocably agrees that, in Article IVconnection with any Letter of Credit issued for the account of any Restricted Subsidiary as provided in Section 2.3(a), the Borrower may request an Advance hereunder will be fully responsible for the purpose reimbursement of satisfying any Reimbursement Obligationdrawings thereunder, the payment of interest thereon in accordance with Section 2.7(e) and the payment of fees due under Section 2.10 with respect thereto to the same extent as if it were the sole account party in respect of such Letter of Credit.

Reimbursement by the Borrower. The Borrower shall be irrevocably and unconditionally obligated to reimburse each LC Issuer on or before the applicable LC Payment Date (provided that the Borrower has received notice from the Administrative Agent of such LC Payment Date not later than 11:00 a.m. Pacific time on the LC Payment Date, otherwise such payment shall be due on the Business Day immediately following the date on which the Borrower receives such notice) for any amounts to be paid by such LC Issuer upon any drawing under any Facility LC, without presentment, demand, protest or other formalities of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender 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 an LC Issuer and remaining unpaid by the 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 the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower 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 Lender has made payment to such LC Issuer in respect of such Facility LC pursuant to Section 2.19(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 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by the Borrower. The (A) If any amount is drawn under any Letter of Credit, the Borrower shall be irrevocably and unconditionally obligated agrees to reimburse each the relevant LC Issuer Issuing Bank for such amount, together with any and all reasonable charges and expenses which such LC Issuing Bank may pay or incur relative to such drawing. Such reimbursement shall be due and payable (the date on which it is due and payable being an "LC Reimbursement Due Date") by 2:00 P.M. (New York City time) on the relevant LC Payment Date or before the date on which such LC Issuing Bank notifies the Borrower of such drawing, whichever is later; provided that, if such notice is given after 12:00 Noon (New York City time) on the later of such dates, such reimbursement shall be due and payable on the next succeeding Business Day; provided further, that, notwithstanding anything to the contrary contained above, if, on the relevant LC Payment Date, any Event of Default shall exist pursuant to Section 6.01(g) or (h) with respect to the Borrower, such LC Payment Date shall constitute the date upon which such reimbursement shall be due and payable and notwithstanding anything to the contrary contained above, if an Event of Default as specified in Section 6.01(g) or (h) with respect to the Borrower does not exist on the relevant LC Payment Date but occurs prior to the date which would otherwise constitute the respective LC Reimbursement Due Date, then the date of the occurrence of such Default shall instead constitute the respective LC Reimbursement Due Date. (B) In addition, the Borrower agrees to pay, on the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any drawing Reimbursement Due Date, interest on each amount drawn under any Facility LC, without presentment, demand, protest or other formalities a Letter of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender 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 an LC Issuer and remaining unpaid by the Borrower shall bear interest, payable on demandCredit, for each day until paid from and including the LC Payment Date to but excluding such LC Reimbursement Due Date, 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 the Applicable Base Rate Margin for Revolving Loans plus the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. day. (C) Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received payment by it from the Borrower 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 pursuant to this subsection (h) shall be made to the extent such Lender has made payment relevant LC Issuing Bank in Federal funds or other funds immediately available to such LC Issuer it at its address specified in respect of such Facility LC or pursuant to Section 2.19(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 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation10.01.

Reimbursement by the Borrower. The Issuing Bank will promptly notify the Administrative Agent and the Borrower of any drawing under a Letter of Credit, and the Borrower shall promptly reimburse the Issuing Bank therefor on the same such day (the “Reimbursement Date”) in Dollars and same day funds in the amount of the drawing; provided that notwithstanding anything herein to the contrary notwithstanding, (i) unless the Borrower shall have notified the Administrative Agent and the Issuing Bank prior to 10:00 a.m. on the date such drawing is honored of their intent to make reimbursement of the drawing other than with the proceeds of Revolving Loans hereunder, the Borrower shall be irrevocably and unconditionally obligated deemed to reimburse each 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, without presentment, demand, protest or other formalities of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender have given a timely Funding Notice to the extent, but only Administrative Agent (and the Administrative Agent shall provide each Lender with notice in accordance with the procedure specified in Section 2.1(c)(iii)) requesting the Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount equal to the extentamount of the drawing, 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 and (ii) subject to satisfaction or waiver of the conditions specified in Section 5.2, the Lenders shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such LC Issuer’s failure honored drawing, the proceeds of which shall be applied directly by the Administrative Agent to pay reimburse the Issuing Bank for the amount of such honored drawing; and provided further, if for any reason proceeds of Revolving Loans are not received by the Issuing Bank on the Reimbursement Date, whether on account of an inability to satisfy the conditions to Credit Extensions under Section 5.2 or otherwise, or the amounts therefrom are insufficient to provide reimbursement in full, then the Borrower shall reimburse the Issuing Bank, immediately upon demand, in same day funds the amount of the drawing or unreimbursed portion thereof. Nothing in this Section 2.3(d) shall be deemed to relieve any Facility LC issued by it after the presentation Lender from its obligation to it of a request strictly complying with make Revolving Loans on the terms and conditions of such Facility LC. All such amounts paid by an LC Issuer set forth herein, and remaining unpaid by the 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 retain any and (y) the sum of 2.00% per annum plus the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. Each LC Issuer will pay to each all rights it may have against any Lender ratably in accordance with its Pro Rata Share all amounts received by it resulting from the Borrower for application in payment, in whole or in part, failure of the Reimbursement Obligation in respect of any Facility LC issued by such LC Issuer, but only to the extent such Lender has made payment to make such LC Issuer in respect of such Facility LC pursuant to Revolving Loans under this Section 2.19(e2.3(d). 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 IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by the Borrower. The (A) If any amount is drawn under any Letter of Credit, the Borrower shall be irrevocably and unconditionally obligated agrees to reimburse each the relevant LC Issuer Issuing Bank for such amount, together with any and all reasonable charges and expenses which such LC Issuing Bank may pay or incur relative to such drawing. Such reimbursement shall be due and payable on the relevant LC Payment Date or before the date on which such LC Issuing Bank notifies the Borrower of such drawing, whichever is later; PROVIDED that, if such notice is given after 10:00 A.M. (New York City time) on the later of such dates, such reimbursement shall be due and payable on the next following Domestic Business Day (the date on which it is due and payable being an "LC Reimbursement Due Date"). (B) In addition, the Borrower agrees to pay, on the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any drawing Reimbursement Due Date, interest on each amount drawn under any Facility LC, without presentment, demand, protest or other formalities a Letter of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender 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 an LC Issuer and remaining unpaid by the Borrower shall bear interest, payable on demandCredit, for each day until from and including the date such amount is drawn to but excluding such LC Reimbursement Due Date, at the Base Rate for such day. The Borrower also agrees to pay, on demand, interest on any overdue amount (including any overdue interest) payable under this subsection (j), for each day from and including the date when such amount becomes due to but excluding the date such amount is paid in full, 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 2.002% per annum plus the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. day. (C) Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received payment by it from the Borrower 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 pursuant to this subsection (j) shall be made to the extent such Lender has made payment relevant LC Issuing Bank in Federal or other funds immediately available to such LC Issuer it at its address referred to in respect of such Facility LC pursuant to Section 2.19(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 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation9.01.

Reimbursement by the Borrower. The Borrower shall be irrevocably and unconditionally obligated to reimburse each LC Issuer the Bank on or before the applicable LC Payment Date for any amounts to be paid by such LC Issuer the Bank upon any drawing under any Facility LC, without presentment, demand, protest or other formalities of any kind; provided that neither the Borrower nor any Lender shall hereby not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such LC Issuer the Bank 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 the Bank'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 an LC Issuer the Bank and remaining unpaid by the 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 Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2.002% per annum plus the rate applicable to Base Floating Rate Advances for such day if such day falls after such LC Payment Date. Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower 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 Lender has made payment to such LC Issuer in respect of such Facility LC pursuant to Section 2.19(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 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by the Borrower. The applicable Borrower shall be irrevocably and unconditionally obligated to reimburse each the 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, without presentment, demand, protest or other formalities of any kind; provided that neither the Borrower nor any that, no Loan Party or Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower such Loan Party or such 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 an 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) the rate applicable to Base Floating Rate Advances (except in the UK, which shall equal the rate applicable to UK Fixed Rate Advances) for the currency in which the Facility LC was issued for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2.002% per annum plus the rate applicable to Base Floating Rate Advances (except in the UK, which shall equal the rate applicable to Fixed Rate Advances) for such day if such day falls after such LC Payment Date. Each The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the such 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 Lender has made payment to such the LC Issuer in respect of such Facility LC pursuant to Section 2.19(e2.1.2(d). Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.8 2.1.1(b) and the satisfaction of the applicable conditions precedent set forth in Article IV), the a Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by the Borrower. The Borrower shall be irrevocably and unconditionally obligated to reimburse each LC Issuer the Bank on or before the applicable LC Payment Date for any amounts to be paid by such LC Issuer the Bank upon any drawing under any Facility LC, without presentment, demand, protest or other formalities of any kind; provided that neither the Borrower nor any Lender shall hereby not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such LC Issuer the Bank 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 the Bank'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 an LC Issuer the Bank and remaining unpaid by the 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 Floating Rate Advances Loans for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2.002% per annum plus the rate applicable to Base Floating Rate Advances Loans for such day if such day falls after such LC Payment Date. Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower 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 Lender has made payment to such LC Issuer in respect of such Facility LC pursuant to Section 2.19(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 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance a Loan hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by the Borrower. The (i) If any amount is drawn under any Letter of Credit, the Borrower shall be irrevocably and unconditionally obligated agrees to reimburse each the relevant LC Issuer Issuing Bank for such amount, together with any and all reasonable charges and expenses which such LC Issuing Bank may pay or incur relative to such drawing. Such reimbursement shall be due and payable on the relevant LC Payment Date or before the date on which such LC Issuing Bank notifies the Borrower of such drawing, whichever is later; PROVIDED that, if such notice is given after 12:00 noon (New York City time) on the later of such dates, such reimbursement shall be due and payable on the next following Domestic Business Day (the date on which it is due and payable being an "LC REIMBURSEMENT DUE DATE"). (ii) In addition, the Borrower agrees to pay, on the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any drawing Reimbursement Due Date, interest on each amount drawn under any Facility LC, without presentment, demand, protest or other formalities a Letter of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender 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 an LC Issuer and remaining unpaid by the Borrower shall bear interest, payable on demandCredit, for each day until from and including the date such amount is drawn to but excluding such LC Reimbursement Due Date, at the Base Rate for such day. The Borrower also agrees to pay, on demand, interest on any overdue amount (including any overdue interest) payable under this subsection (h), for each day from and including the day such amount becomes due to but excluding the day such amount is paid in full, 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 2.002% per annum plus PLUS the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. day. (iii) Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received payment by it from the Borrower 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 pursuant to this subsection (h) shall be made to the extent such Lender has made payment relevant LC Issuing Bank in Federal or other funds immediately available to such LC Issuer it at its address specified in respect of such Facility LC or pursuant to Section 2.19(e). Subject 10.01. (iv) Unless it gives not less than one Domestic Business Day's notice to the terms and conditions of this Agreement (including without limitation Administrative Agent to the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IV)contrary, the Borrower may request an Advance shall be deemed to have timely given a Notice of Borrowing for a Base Rate Loan on the date of any drawing under a Letter of Credit in the exact amount due the LC Issuing Bank hereunder for on such date, and the purpose Administrative Agent shall apply the proceeds of satisfying any Reimbursement Obligationsuch Base Rate Loan to make payment thereof.

Reimbursement by the Borrower. The (i) If any amount is drawn under any Letter of Credit, the Borrower shall be irrevocably and unconditionally obligated agrees to reimburse each the LC Issuer Issuing Bank for such amount, together with any and all reasonable charges and expenses which the LC Issuing Bank may pay or incur relative to such drawing. Such reimbursement shall be due and payable on the relevant LC Payment Date or before the date on which the LC Issuing Bank notifies the Borrower of such drawing, whichever is later; provided that, if such notice is given after 10:00 A.M. (New York City time) on the later of such dates, such reimbursement shall be due and payable on the next following Domestic Business Day (the date on which it is due and payable being an "LC Reimbursement Due Date"). (ii) In addition, the Borrower agrees to pay, on the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any drawing Reimbursement Due Date, interest on each amount drawn under any Facility LC, without presentment, demand, protest or other formalities a Letter of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender 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 an LC Issuer and remaining unpaid by the Borrower shall bear interest, payable on demandCredit, for each day until from and including the date such amount is drawn to but excluding such LC Reimbursement Due Date, at the Base Rate for such day. The Borrower also agrees to pay, on demand, interest on any overdue amount (including any overdue interest) payable under this subsection (ii), for each day from and including the date when such amount becomes due to but excluding the date such amount is paid in full, 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 2.002% per annum plus the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. day. (iii) Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received payment by it from the Borrower 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 pursuant to this subsection (i) shall be made to the extent such Lender has made payment LC Issuing Bank in Federal or other funds immediately available to such LC Issuer it at its address referred to in respect of such Facility LC pursuant to Section 2.19(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 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation9.01.

Reimbursement by the Borrower. The Borrower shall be irrevocably and unconditionally obligated to reimburse each LC Issuer on or before the applicable LC Payment Date (provided that the Borrower has received notice from the Administrative Agent of such LC Payment Date not later than 1:00 p.m. (New York City time) on the LC Payment Date, otherwise such payment shall be due on the Business Day immediately following the date on which the Borrower receives such notice) for any amounts to be paid by such LC Issuer upon any drawing under any Facility LC, without presentment, demand, protest or other formalities of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender 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 an LC Issuer and remaining unpaid by the 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 ABR 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 the rate applicable to Base Rate ABR Advances for such day if such day falls after such LC Payment Date. Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower 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 Lender has made payment to such LC Issuer in respect of such Facility LC pursuant to Section 2.19(e2.17(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 2.7 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by the Borrower. The (i) If any amount is drawn under any Letter of Credit, the Borrower shall be irrevocably and unconditionally obligated agrees to reimburse each the relevant Issuer for such amount, together with any and all reasonable charges and expenses which such Issuer may pay or incur relative to such drawing. Such reimbursement shall be due and payable on the relevant LC Payment Date or the date on which such Issuer notifies the Borrower of such drawing, whichever is later; provided that, if such notice is given after 12:00 Noon (New York City time) on or before the later of such dates, such reimbursement shall be due and payable on the next following Domestic Business Day (the date on which it is due and payable being an ALC Reimbursement Due Date”). (ii) In addition, the Borrower agrees to pay, on the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any drawing Reimbursement Due Date, interest on each amount drawn under any Facility LC, without presentment, demand, protest or other formalities a Letter of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender 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 an LC Issuer and remaining unpaid by the Borrower shall bear interest, payable on demandCredit, for each day until from and including the date such amount is drawn to but excluding such LC Reimbursement Due Date, at the rate applicable to Base Rate Tranche I Revolving Loans for such day. The Borrower also agrees to pay, on demand, interest on any overdue amount (including any overdue interest) payable under this Section 2.14(h), for each day from and including the day such amount becomes due to but excluding the day such amount is paid in full, 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 2.002% per annum plus the rate applicable to Base Rate Advances Tranche I Revolving Loans for such day if such day falls after such LC Payment Date. day. (iii) Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received payment by it from the Borrower 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 pursuant to this Section 2.14(h) shall be made to the extent such Lender has made payment to such LC relevant Issuer in respect of such Facility LC Federal or other funds immediately available to it at its address specified in or pursuant to Section 2.19(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 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation9.01.

Reimbursement by the Borrower. The If either (i) BOKF shall make a payment to any other LC Issuer pursuant to a Support Agreement or (ii) any LC Issuer shall honor any draw request under, and make payment in respect of, a Letter of Credit, (A) the Borrower shall reimburse BOKF or such LC Issuer, as applicable, for the amount of such payment no later than 3:30 p.m. on the date of such payment, if the Borrower shall have received notice of such payment prior to 12:00 p.m. on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 3:30 p.m. on (1) the Business Day that the Borrower receives such notice, if such notice is received prior to 12:00 p.m. on the day of receipt or (2) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt, and (B) the Borrower shall (subject, for the avoidance of doubt, to the conditions to Borrowings set forth herein) be irrevocably and unconditionally obligated deemed to have immediately requested that the Lenders make Base Rate Loans in a principal amount equal to the amount of such payment (but solely to the extent that the Borrower shall have failed to directly reimburse each BOKF or such LC Issuer on or before Issuer, as applicable, for the applicable LC Payment Date for amount of such payment) in accordance with their Pro Rata Shares. If any amounts amount required to be paid by the Borrower pursuant to this subsection is so paid within one (1) Business Day after the date such LC Issuer upon any drawing under any Facility LCpayment is due, without presentmentthe payee shall in addition to such amount be entitled to recover from the Borrower, on demand, protest or other formalities of interest thereon calculated from such due date at the Adjusted Base Rate. If any kind; provided that neither the Borrower nor any Lender shall hereby amount required to be precluded from asserting any claim for direct (but not consequential) damages suffered paid by the Borrower or such Lender pursuant to the extent, but only to the extent, caused by this subsection is not so paid within one (i1) 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 Business Day after the presentation date such payment is due, the payee shall in addition to it of a request strictly complying with such amount be entitled to recover from the terms and conditions of such Facility LC. All such amounts paid by an LC Issuer and remaining unpaid by the Borrower shall bear interestBorrower, payable on demand, interest thereon calculated from such due date at the Default Rate 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 the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower 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 Lender has made payment to such LC Issuer in respect of such Facility LC pursuant to Section 2.19(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 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement ObligationLoans.

Reimbursement by the Borrower. The (i) If any amount is drawn under any Letter of Credit, the Borrower shall be irrevocably and unconditionally obligated agrees to reimburse each the relevant Issuer for such amount, together with any and all reasonable charges and expenses which such Issuer may pay or incur relative to such drawing. Such reimbursement shall be due and payable on the relevant LC Payment Date or the date on which such Issuer notifies the Borrower of such drawing, whichever is later; provided that, if such notice is given after 12:00 Noon (New York City time) on or before the later of such dates, such reimbursement shall be due and payable on the next following Domestic Business Day (the date on which it is due and payable being an "LC Reimbursement Due Date"). (ii) In addition, the Borrower agrees to pay, on the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any drawing Reimbursement Due Date, interest on each amount drawn under any Facility LC, without presentment, demand, protest or other formalities a Letter of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender 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 an LC Issuer and remaining unpaid by the Borrower shall bear interest, payable on demandCredit, for each day until from and including the date such amount is drawn to but excluding such LC Reimbursement Due Date, at the rate applicable to Base Rate Revolving Loans for such day. The Borrower also agrees to pay, on demand, interest on any overdue amount (including any overdue interest) payable under this Section 2.14(h), for each day from and including the day such amount becomes due to but excluding the day such amount is paid in full, 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 2.002% per annum plus the rate applicable to Base Rate Advances Revolving Loans for such day if such day falls after such LC Payment Date. day. (iii) Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received payment by it from the Borrower 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 pursuant to this Section 2.14(h) shall be made to the extent such Lender has made payment to such LC relevant Issuer in respect of such Facility LC Federal or other funds immediately available to it at its address specified in or pursuant to Section 2.19(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 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation9.1.

Reimbursement by the Borrower. The Borrower shall be irrevocably and unconditionally obligated to reimburse each the 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 LCLetter of Credit, without presentment, demand, protest or other formalities of any kind; provided that neither the Borrower nor any Lender Bank shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender Bank to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such the LC Issuer (as determined by a court of competent jurisdiction in a final, non-appealable judgment) 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) such the LC Issuer’s '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 an the LC Issuer and remaining unpaid by the 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 2.002% per annum plus the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. Each The LC Issuer will pay to each Lender Facility A Bank ratably in accordance with its Pro Rata Share Facility A Percentage all amounts received by it from the 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 such the LC Issuer, but only to the extent such Lender Bank has made payment to such the LC Issuer in respect of such Facility LC Letter of Credit pursuant to Section 2.19(e2.20(E). Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice Facility A Advance Request in compliance with Section 2.8 2.1(B) and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder under Facility A for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by the Borrower. The (i) If any amount is drawn under any Letter of Credit, the Borrower shall be irrevocably and unconditionally obligated agrees to reimburse each the Issuer for such amount, together with any and all reasonable and customary charges and expenses that the Issuer may pay or incur relative to such drawing. Such reimbursement shall be due and payable on the relevant LC Payment Date or the date on which the Issuer notifies the Borrower of such drawing, whichever is later; provided that, if such notice is given after 12:00 Noon (New York, New York time) on or before the later of such dates, such reimbursement shall be due and payable on the next following Domestic Business Day (the date on which it is due and payable being an "LC Reimbursement Due Date"). (ii) In addition, the Borrower agrees to pay, on the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any drawing Reimbursement Due Date, interest on each amount drawn under any Facility LC, without presentment, demand, protest or other formalities a Letter of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender 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 an LC Issuer and remaining unpaid by the Borrower shall bear interest, payable on demandCredit, for each day until from and including the date such amount is drawn to but excluding such LC Reimbursement Due Date, at the rate applicable to Base Rate Loans for such day. The Borrower also agrees to pay, on demand, interest on any overdue amount (including any overdue interest) payable under this paragraph (h), for each day from and including the day such amount becomes due to but excluding the day such amount is paid in full, 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 2.002% per annum plus the rate applicable to Base Rate Advances Loans for such day if such day falls after such LC Payment Date. day. (iii) Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received payment by it from the Borrower 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 pursuant to this paragraph (h) shall be made to the extent such Lender has made payment to such LC Issuer in respect of such Facility LC federal or other funds immediately available to it at its address specified in or pursuant to Section 2.19(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 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation10.01.

Reimbursement by the Borrower. The (i) If any amount is drawn under any Letter of Credit, the Borrower shall be irrevocably and unconditionally obligated agrees to reimburse each the LC Issuer Issuing Bank for such amount, together with any and all reasonable charges and expenses which the LC Issuing Bank may pay or incur relative to such drawing. Such reimbursement shall be due and payable on the relevant LC Payment Date or before the date on which the LC Issuing Bank notifies the Borrower of such drawing, whichever is later; provided that, if such notice is given after 12:00 Noon (New York City time) on the later of such dates, such reimbursement shall be due and payable on the next following Domestic Business Day (the date on which it is due and payable being an "LC REIMBURSEMENT DUE DATE"). (ii) In addition, the Borrower agrees to pay, on the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any drawing Reimbursement Due Date, interest on each amount drawn under any Facility LC, without presentment, demand, protest or other formalities a Letter of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender 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 an LC Issuer and remaining unpaid by the Borrower shall bear interest, payable on demandCredit, for each day until from and including the date such amount is drawn to but excluding such LC Reimbursement Due Date, (A) in the case of amounts drawn under Dollar-Denominated Letters of Credit, at the Alternate Base Rate for such day plus the Applicable Margin with respect to ABR Loans for such day, and (B) in the case of amounts drawn under Alternative Currency Letters of Credit, at the higher of (I) the Alternate Base Rate for such day plus the Applicable Margin with respect to ABR Loans for such day and (II) the rate which would be applicable to a one-month Loan in the relevant Alternative Currency borrowed on such day. The Borrower also agrees to pay, on demand, interest on any overdue amount (including any overdue interest) payable under this Section 2.14(i), for each day from and including the day such amount becomes due to but excluding the day such amount is paid in full, 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 2.002% per annum plus the rate applicable to Base Rate Advances such reimbursement amounts for such day if such day falls after such LC Payment Date. day, as determined pursuant to the immediately preceding sentence. (iii) Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received payment by it from the Borrower for application pursuant to this Section 2.14(i) shall be made (i) in paymentthe case of Dollar-Denominated Letters of Credit, in whole Federal or other funds immediately available to it and (ii) in partthe case of Alternative Currency Letters of Credit, in the relevant Alternative Currency in such funds as may then be customary for the settlement of the Reimbursement Obligation international transactions in respect of any Facility LC issued by such LC IssuerAlternative Currency, but only in each case to the extent such Lender has made payment to such LC Issuer Issuing Bank at its address specified in respect of such Facility LC or pursuant to Section 2.19(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 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation11.01.

Reimbursement by the Borrower. The (A) If any amount is drawn under any Letter of Credit, the Borrower shall be irrevocably and unconditionally obligated agrees to reimburse each the relevant LC Issuer Issuing Bank for such amount, together with any and all reasonable charges and expenses which such LC Issuing Bank may pay or incur relative to such drawing. Such reimbursement shall be due and payable on the relevant LC Payment Date or before the date on which such LC Issuing Bank notifies the Borrower of such drawing, whichever is later; provided that, if such notice is given after 12:00 Noon (New York time) on the later of such dates, such reimbursement shall be due and payable on the next following Domestic Business Day (the date on which it is due and payable being an "LC Reimbursement Due Date"). (B) In addition, the Borrower agrees to pay, on the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any drawing Reimbursement Due Date, interest on each amount drawn under any Facility LC, without presentment, demand, protest or other formalities a Letter of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender 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 an LC Issuer and remaining unpaid by the Borrower shall bear interest, payable on demandCredit, for each day until paid from and including the date such amount is drawn to but excluding such LC Reimbursement Due Date, at a rate per annum equal to (x) the rate applicable to sum of the Base Rate Advances Margin for such day if plus the Base Rate for such day. The Borrower also agrees to pay, on demand, interest on any overdue amount (including any overdue interest) payable under this subsection (h), for each day falls on or before from and including the applicable LC Payment Date and (y) date when such amount becomes due to but excluding the date such amount is paid in full, at a rate per annum equal to the sum of 2.002% per annum plus the rate applicable to Base Rate Advances Margin for such day if plus the Base Rate for such day falls after such LC Payment Date. day. (C) Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received payment by it from the Borrower 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 pursuant to this subsection (h) shall be made to the extent such Lender has made payment relevant LC Issuing Bank in Federal or other funds immediately available to such LC Issuer it at its address specified in respect of such Facility LC or pursuant to Section 2.19(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 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation10.01.

Reimbursement by the Borrower. (a) The Borrower unconditionally and irrevocably authorizes the Issuing Lender to pay the amount of any demand made in accordance with the terms of any Standby Instrument issued for the Borrower’s account on demand without requiring proof of the Borrower’s agreement that the amount so demanded was due and notwithstanding that the Borrower may dispute the validity of any such demand or payment, unless the Issuing Lender is restrained from making such payment by a court of competent jurisdiction prior to payment. (b) The Borrower shall indemnify and save the Issuing Lender harmless from and against any and all payments and losses and expenses which it may make, suffer or incur arising in any manner whatsoever out of the issuance of any Standby Instrument, including the making of, or refusal to make, any payments demanded thereunder (including any court costs and legal costs as between a solicitor and his own client, on a full indemnity basis, incurred in connection with any proceedings to restrain the Issuing Lender from making, or to compel the Issuing Lender to make, any such payment), save that the Borrower shall not be irrevocably and unconditionally obligated to reimburse each LC Issuer on or before so indemnify the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any drawing under any Facility LC, without presentment, demand, protest or other formalities of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Issuing Lender to the extent, but only to the extent, extent of losses and expenses caused by (i) the willful wilful misconduct or gross negligence of such LC Issuer in determining whether a request presented under the Issuing Lender. This indemnity shall be unconditional, shall not be subject to any Facility LC issued qualification or exception whatsoever, except as expressly provided for herein, and shall not be lessened, invalidated or otherwise prejudiced for any reason whatsoever including by it complied with reason of (i) any lack of validity or enforceability of the terms of such Facility LC or Standby Instrument, (ii) such LC Issuer’s failure any claim, set-off, defence or other right the Borrower may have against the Beneficiary of the Standby Instrument, including any claim that a demand for payment under the Standby Instrument is fraudulent or (iii) any of the matters referred to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms in Section 6.7. (c) Any payment, loss and conditions of such Facility LC. All such amounts paid expense made or incurred by an LC Issuer and remaining unpaid by the Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal Issuing Lender referred to (xin Section 6.5(b) 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 the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any which the Borrower is obligated to indemnify the Issuing Lender shall be deemed to be an Advance under the relevant Credit Facility LC issued made by the Issuing Lender on the date such LC Issuerpayment, but only to loss and expense is incurred in the extent such amount and currency (or if the currency is not Canadian Dollars or U.S. Dollars, the equivalent amount in Canadian Dollars or U.S. Dollars determined at the spot rate of the Swing Line Lender has made payment to such LC Issuer in respect or the Fronting Lender, as applicable) of such Facility LC pursuant to Section 2.19(e). Subject to the terms payment, loss 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 IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligationexpense.

Reimbursement by the Borrower. The applicable Borrower shall be irrevocably and unconditionally obligated to reimburse each the 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, without presentment, demand, protest or other formalities of any kind; provided that neither the Borrower nor any that, no Loan Party or Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower such Loan Party or such 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 an 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) the rate applicable to Base Floating Rate Advances (except in the UK, which shall equal the rate applicable to UK Fixed Rate Advances) for the currency in which the Facility LC was issued for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2.002% per annum plus the rate applicable to Base Floating Rate Advances (except in the UK, which shall equal the rate applicable to Fixed Rate Advances) for such day if such day falls after such LC Payment Date. Each The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the such 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 Lender has made payment to such the LC Issuer in respect of such Facility LC pursuant to Section 2.19(e2.1.2(d). Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.8 2.1.1(b) and the satisfaction of the applicable conditions precedent set forth in Article IV), the a Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by the Borrower. 4.2.1 The Borrower unconditionally and irrevocably authorizes the Issuing Bank to pay the amount of any demand made on the Issuing Bank in accordance with the terms of any Standby Instrument on demand without requiring proof of the Borrower's agreement that the amount so demanded was due and notwithstanding that the Borrower may dispute the validity of any such demand or payment. 4.2.2 The Borrower shall be irrevocably indemnify and unconditionally obligated to reimburse each LC Issuer on save the Issuing Bank harmless from and against any and all payments and losses and expenses which the Issuing Bank may make, suffer or before incur arising in any manner whatsoever out of the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any drawing under any Facility LC, without presentment, demand, protest or other formalities issuance of any kind; provided Standby Instrument, including the making of, or refusal to make, any payments demanded thereunder (including any court costs and legal costs on a full indemnity basis incurred in connection with any proceedings to restrain the Issuing Bank from making, or to compel the Issuing Bank to make, any such payment), save that neither the Borrower nor any Lender shall hereby not be precluded from asserting any claim for direct (but not consequential) damages suffered by obliged to so indemnify the Borrower or such Lender Issuing Bank to the extent, but only extent such losses and expenses are determined by a Final Judgment to the extent, caused by (i) have directly resulted from the willful misconduct or gross negligence of such LC Issuer in determining whether a request presented under the Issuing Bank. This indemnity shall be unconditional, shall not be subject to any Facility LC issued qualification or exception whatsoever, and shall not be lessened, invalidated or otherwise prejudiced for any reason whatsoever including by it complied with reason of (i) any lack of validity or enforceability of the terms of such Facility LC or Standby Instrument, (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 an LC Issuer and remaining unpaid by claim, set-off, defence or other right the Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) may have against 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 the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, beneficiary of the Reimbursement Obligation Standby Instrument, including any claim that a demand for payment under the Standby Instrument is fraudulent or (iii) any of the matters referred to in respect of Section 4.3. 4.2.3 Notwithstanding any Facility LC issued by such LC Issuer, but only to the extent such Lender has made payment to such LC Issuer in respect of such Facility LC pursuant to Section 2.19(e). Subject to the terms and conditions other provision of this Agreement (including without limitation to the submission of a Borrowing Notice contrary, any payment made by the Issuing Bank in compliance with Section 2.8 good faith in response to any demand for payment under any Standby Instrument shall be deemed to have been properly made, shall be binding upon the parties hereto and the satisfaction of the applicable conditions precedent set forth in Article IV), shall oblige the Borrower may request an Advance hereunder to reimburse and indemnify the Issuing Bank for the purpose of satisfying any Reimbursement Obligationsuch payment under Subsection 4.

Reimbursement by the Borrower. The Borrower In the event an Issuing Bank shall be irrevocably and unconditionally obligated to reimburse each LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any have honored a drawing under any Facility LCLetter of Credit, without presentment, demand, protest or other formalities of any kind; provided that neither it shall promptly notify the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by and the Administrative Agent thereof, and the Borrower or shall reimburse such Lender Issuing Bank for such drawing by paying to such Issuing Bank an amount in the currency in which such Letter of Credit is denominated in same day funds equal to the extent, but only to the extent, caused by amount of such drawing not later than (i) if the willful misconduct or gross negligence Borrower shall have received notice of such LC Issuer in determining whether a request presented under drawing prior to 10:00 a.m. (New York City time) on any Facility LC issued by it complied with Business Day, then on the terms of such Facility LC immediately following Business Day or (ii) otherwise, on the second Business Day immediately following the day that the Borrower receives such LC Issuer’s failure notice (the date on which the Borrower is required to pay reimburse a drawing under any Facility LC issued by it after Letter of Credit is referred to herein as the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by an LC Issuer and remaining unpaid by the 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 the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment “Reimbursement Date. Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower 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 Lender has made payment to such LC Issuer ” in respect of such Facility LC pursuant to Section 2.19(edrawing). Subject ; provided that the Borrower may, subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice to borrowing set forth herein, request in compliance accordance with Section 2.8 2.2(b) that such reimbursement payment, if required to be made in Dollars, be financed with a Revolving Borrowing and, to the extent so financed, the Borrower’s obligation to make such reimbursement payment shall be discharged and replaced by the satisfaction resulting Revolving Borrowing. If the Borrower fails to make such payment when due, if such payment relates to a Letter of Credit denominated in an Alternative Currency, automatically and with no further action required, the obligation of the Borrower to reimburse the applicable conditions precedent set forth drawing honored under such Letter of Credit shall be permanently converted into an obligation to reimburse the Dollar Equivalent, calculated using the Letter of Credit Exchange Rate in Article IV)effect on the applicable Letter of Credit Participation Calculation Date, of the amount of such drawing. If the Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Alternative Currency would subject the Administrative Agent, the applicable Issuing Bank 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 Borrower may shall pay the amount of any such tax requested by the Administrative Agent, the applicable Issuing Bank or such Lender, which request an Advance hereunder for shall include a certificate setting forth in reasonable detail the purpose basis and calculation of satisfying any Reimbursement Obligationamount or amounts so requested.

Reimbursement by the Borrower. The Borrower shall be irrevocably and unconditionally obligated to reimburse each the 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, without presentment, demand, protest or other formalities of any kind; provided that that, neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such 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 an the LC Issuer and remaining unpaid by the 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 Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2.002% per annum plus the rate applicable to Base Floating Rate Advances for such day if such day falls after such LC Payment Date. Each The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the 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 Lender has made payment to such the LC Issuer in respect of such Facility LC pursuant to Section 2.19(e2.1.2(d). Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.8 2.1.1(b) and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by the Borrower. The If any LC Issuer shall honor any draw request under, and make payment in respect of, a Letter of Credit, (i) the Borrower shall be irrevocably reimburse such LC Issuer for the amount of such payment no later than 3:30 p.m. on the date of such payment, if the Borrower shall have received notice of such payment prior to 12:00 p.m. on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 3:30 p.m. on (A) the Business Day that the Borrower receives such notice, if such notice is received prior to 12:00 p.m. on the day of receipt or (B) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt, and unconditionally obligated (ii) unless the Borrower has notified the Administrative Agent that it intends to reimburse each all or part of such payment without using Loan proceeds or has submitted a Borrowing Request with respect thereto, the Borrower shall (subject, for the avoidance of doubt, to the conditions to Borrowings set forth herein) be deemed to have immediately requested that the Lenders make SOFR Loans in a principal amount equal to the amount of such payment (but solely to the extent that the Borrower shall have failed to directly reimburse such LC Issuer on or before for the applicable LC Payment Date for amount of such payment) in accordance with their Pro Rata Shares. If any amounts amount required to be paid by the Borrower pursuant to this subsection is so paid within one (1) Business Day after the date such LC Issuer upon any drawing under any Facility LCpayment is due, without presentmentthe payee shall in addition to such amount be entitled to recover from the Borrower, on demand, protest or other formalities of interest thereon calculated from such due date at the Adjusted Term SOFR Margin Rate. If any kind; provided that neither the Borrower nor any Lender shall hereby amount required to be precluded from asserting any claim for direct (but not consequential) damages suffered paid by the Borrower or such Lender pursuant to the extent, but only to the extent, caused by this subsection is not so paid within one (i1) 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 Business Day after the presentation date such payment is due, the payee shall, in addition to it of a request strictly complying with such amount, be entitled to recover from the terms and conditions of such Facility LC. All such amounts paid by an LC Issuer and remaining unpaid by the Borrower shall bear interestBorrower, payable on demand, interest thereon calculated from such due date at the Default Rate 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 the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower 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 Lender has made payment to such LC Issuer in respect of such Facility LC pursuant to Section 2.19(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 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement ObligationSOFR Loans.