Common use of Reimbursement by Xxxxxxxx Clause in Contracts

Reimbursement by Xxxxxxxx. The Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount to be paid by the LC Issuer upon any drawing under any Facility LC, 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 the LC Issuer in determining whether a request presented under any Facility LC complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. If the Borrower fails to fully reimburse the LC Issuer by 11:00 A.M. on an LC Payment Date, the LC Issuer shall promptly notify the Administrative Agent. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of such LC Payment Date, the amount of the unpaid Reimbursement Obligations and such Xxxxxx’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested Base Rate Advances to be disbursed on the applicable LC Payment Date in an amount equal to the unpaid Reimbursement Obligations, without regard to the minimum and multiples specified for Base Rate Advances in Section 2.02(e), but subject to the conditions set forth in Article III. All Reimbursement Obligations that are not fully refinanced by the making of Base Rate Advances because the Borrower cannot satisfy the conditions set forth in Article III or for any other reason shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the Base Rate plus 2%. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement Obligations in respect of any Facility LC, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.5. So long as the Commitment Termination Date has not occurred, but subject to the terms and conditions of this Agreement (including the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III), the Borrower may request Advances hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Xxxxxxxx. The Borrower shall be irrevocably and unconditionally obligated to reimburse the applicable LC Issuer on or before the applicable LC Payment Date for any amount to be paid by the such LC Issuer upon any drawing under any Facility LCLC issued for the account of the Borrower, 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 (as determined by a final non-appealable judgment of a court of competent jurisdiction) of the applicable LC Issuer in determining whether a request presented under any Facility LC complied with the terms of such Facility LC or (ii) the applicable LC Issuer’s failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. If the Borrower fails to fully reimburse the applicable LC Issuer by 11:00 A.M. 12:00 noon, New York City time, on an LC Payment Date, the such LC Issuer shall promptly notify the Administrative Agent. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of such LC Payment Date, the amount of the unpaid Reimbursement Obligations and such Xxxxxx’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested Base Rate Advances to be disbursed on the applicable LC Payment Date in an amount equal to the unpaid Reimbursement Obligations, without regard to the minimum and multiples specified for Base Rate Advances in Section 2.02(e2.02(a)(v), but subject to the conditions set forth in Article III. All Reimbursement Obligations that are not fully refinanced by the making of Base Rate Advances because the Borrower cannot satisfy the conditions set forth in Article III or for any other reason shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin plus 2%. The applicable 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 Obligations in respect of any Facility LCLC issued by such LC Issuer, but only to the extent such Lender has made payment to the such LC Issuer in respect of such Facility LC pursuant to Section 2.16.5. So long as the Commitment Termination Date has not occurred, but subject to the terms and conditions of this Agreement (including the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III), the Borrower may request Advances hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Xxxxxxxx. The Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC, 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 the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. If the Borrower fails to fully reimburse All such amounts paid by the LC Issuer and remaining unpaid by 11:00 A.M. on an LC Payment Date, the LC Issuer shall promptly notify the Administrative Agent. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of such LC Payment Date, the amount of the unpaid Reimbursement Obligations and such Xxxxxx’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested Base Rate Advances to be disbursed on the applicable LC Payment Date in an amount equal to the unpaid Reimbursement Obligations, without regard to the minimum and multiples specified for Base Rate Advances in Section 2.02(e), but subject to the conditions set forth in Article III. All Reimbursement Obligations that are not fully refinanced by the making of Base Rate Advances because the Borrower cannot satisfy the conditions set forth in Article III or for any other reason shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the Base rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus 2%the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement Obligations Obligation in respect of any Facility LCLC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.20.5. So long as the Commitment Termination Date has not occurred, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.9 and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), the Borrower may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Xxxxxxxx. The Borrower shall be irrevocably and unconditionally obligated to reimburse In the LC Issuer on or before the applicable LC Payment Date for any amount to be paid by the LC Issuer upon event of any drawing under any Facility LCLetter of Credit, without presentment, demand, protest or other formalities of any kind; provided that neither the relevant Issuing Lender will promptly notify the Borrower. Unless the Borrower nor any shall notify such Issuing Lender of its intent to otherwise reimburse such Issuing Lender and shall hereby be precluded reimburse such Issuing Lender in same day funds in the currency of such drawing within one hour of receipt of notice of such drawing from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender to the extentIssuing Lender, but only to the extent, caused by (i) if such drawing relates to a Letter of Credit denominated in an Alternative Currency, automatically and with no further action, the willful misconduct or gross negligence obligation of the LC Issuer in determining whether a request presented under any Facility LC complied with Borrower to reimburse such drawing shall be permanently converted into an obligation to reimburse the terms Dollar Equivalent of such Facility LC or drawing, calculated using the Letter of Credit Exchange Rate applicable to such drawing and (ii) the LC Issuer’s failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. If the Borrower fails to fully reimburse the LC Issuer by 11:00 A.M. on an LC Payment Date, the LC Issuer shall promptly notify the Administrative Agent. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of such LC Payment Date, the amount of the unpaid Reimbursement Obligations and such Xxxxxx’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Loan borrowing in Dollars at the Base Rate Advances in the amount of such drawing or Dollar Equivalent thereof, as the case may be, the proceeds of which will be used to be disbursed on satisfy the applicable LC Payment Date in an amount equal to Borrower’s reimbursement obligations. Pending the unpaid Reimbursement Obligations, without regard to satisfaction of the minimum and multiples specified for Base Rate Advances in Section 2.02(e), but subject to the conditions set forth in Article III. All Reimbursement Obligations that are not fully refinanced by Borrower’s reimbursement obligations through the making of Base Rate Advances because Revolving Loans pursuant to Section 2.2(e)(i), the Borrower cannot satisfy unreimbursed amount of such drawing or the conditions set forth in Article III or for any other reason shall Dollar Equivalent thereof, as the case may be, will bear interest, payable from time to time on demanddemand or, if no demand has been made, on the date on which the Borrower reimburses the applicable Letter of Credit in full, at the rate applicable to Base Rate Loans, for each day until paid at a rate per annum equal to the Base Rate plus 2%accounts of the relevant Issuing Lender and the Participants, as their interests may appear. The LC Issuer will pay Borrower’s reimbursement obligations hereunder shall be absolute, unconditional and irrevocable under all circumstances irrespective of (but without waiver of) (i) any rights of set-off, counterclaim or defense to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from payment the applicable account party or the Borrower for application in paymentmay claim or have against any Issuing Lender, in whole or in partthe Administrative Agent, the Lenders, the beneficiary of the Reimbursement Obligations in respect Letter of Credit drawn upon or any Facility LCother Person, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.5. So long as the Commitment Termination Date has not occurredincluding without limitation, but subject to the terms and conditions of this Agreement (including the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction any defense based on any failure of the applicable conditions precedent set forth in Article III), account party or the Borrower may request Advances hereunder for to receive consideration, (ii) the purpose legality, validity, regularity or unenforceability of satisfying any Reimbursement ObligationLetter of Credit, this Credit Agreement or any other Credit Document, (iii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, or (iv) any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject permits a drawing to be made under such Letter of Credit after the stated expiration date thereof or of the Commitments.

Reimbursement by Xxxxxxxx. The Borrower Borrowers shall be irrevocably and unconditionally obligated on a joint and several basis to reimburse the each LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the each LC Issuer upon any drawing under any Facility LC, without presentment, demand, protest or other formalities of any kind; provided that neither the Borrower Borrowers nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower Borrowers or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the any LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the any 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. If the Borrower fails to fully reimburse the All such amounts paid by any LC Issuer by 11:00 A.M. on an LC Payment Date, the LC Issuer shall promptly notify the Administrative Agent. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of such LC Payment Date, the amount of the and remaining unpaid Reimbursement Obligations and such Xxxxxx’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested Base Rate Advances to be disbursed on the applicable LC Payment Date in an amount equal to the unpaid Reimbursement Obligations, without regard to the minimum and multiples specified for Base Rate Advances in Section 2.02(e), but subject to the conditions set forth in Article III. All Reimbursement Obligations that are not fully refinanced by the making of Base Rate Advances because the Borrower cannot satisfy the conditions set forth in Article III or for any other reason Borrowers shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to Base Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2.00% per annum plus 2%the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date; provided that with respect to any outstanding Reimbursement Obligation that is not paid when due, prior to the occurrence of an Event of Default, and so long as the conditions set forth in Section 4.2 are satisfied at the time of such Revolving Loan, the Administrative Agent shall require, without further notice from any Borrower, each Lender (including the applicable LC Issuer), by written notice, to make a Revolving Loan in the amount of such Lender’s Pro Rata Share of such Reimbursement Obligation (including, without limitation, any ​ interest accrued and unpaid thereon), for the purpose of repaying such Reimbursement Obligation. The Not later than 12:00 noon (Central time) on the date of any notice received pursuant to this Section 2.19(g), each Lender shall make available its required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.19(g) shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Term SOFR Loans in the manner provided in Section 2.9 and subject to the other conditions and limitations set forth in this Article II. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.19(g), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower Borrowers for application in payment, in whole or in part, of the Reimbursement Obligations Obligation in respect of any Facility LCLC issued by such LC Issuer, but only to the extent such Lender has made payment to the such LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.19(f). So long as the Commitment Termination Date has not occurred, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.8 and the satisfaction or waiver of the applicable conditions precedent set forth in Article IIIIV), the a Borrower may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Xxxxxxxx. The Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC, 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 the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer'’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. If the Borrower fails to fully reimburse All such amounts paid by the LC Issuer and remaining unpaid by 11:00 A.M. on an LC Payment Date, the LC Issuer shall promptly notify the Administrative Agent. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of such LC Payment Date, the amount of the unpaid Reimbursement Obligations and such Xxxxxx’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested Base Rate Advances to be disbursed on the applicable LC Payment Date in an amount equal to the unpaid Reimbursement Obligations, without regard to the minimum and multiples specified for Base Rate Advances in Section 2.02(e), but subject to the conditions set forth in Article III. All Reimbursement Obligations that are not fully refinanced by the making of Base Rate Advances because the Borrower cannot satisfy the conditions set forth in Article III or for any other reason shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the Base rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus 2%the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement Obligations Obligation in respect of any Facility LCLC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.20.5. So long as the Commitment Termination Date has not occurred, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.9 and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), the Borrower may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation. 2.20.7.

Reimbursement by Xxxxxxxx. The Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC, 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 the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. If the Borrower fails to fully reimburse All such amounts paid by the LC Issuer and remaining unpaid by 11:00 A.M. on an LC Payment Date, the LC Issuer shall promptly notify the Administrative Agent. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of such LC Payment Date, the amount of the unpaid Reimbursement Obligations and such Xxxxxx’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested Base Rate Advances to be disbursed on the applicable LC Payment Date in an amount equal to the unpaid Reimbursement Obligations, without regard to the minimum and multiples specified for Base Rate Advances in Section 2.02(e), but subject to the conditions set forth in Article III. All Reimbursement Obligations that are not fully refinanced by the making of Base Rate Advances because the Borrower cannot satisfy the conditions set forth in Article III or for any other reason shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to Base Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2.00% per annum plus 2%the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement Obligations Obligation in respect of any Facility LCLC issued by the LC Issuer, 38 but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.19(e). So long as the Commitment Termination Date has not occurred, but subject Subject to the terms and conditions of this Agreement (including the submission of a Swing Line Borrowing Notice of or Borrowing Notice in compliance with Section 2.02 2.4 or Section 2.8, respectively, and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), the Borrower may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Xxxxxxxx. The Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC, 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 the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. If the Borrower fails to fully reimburse All such amounts paid by the LC Issuer and remaining unpaid by 11:00 A.M. on an LC Payment Date, the LC Issuer shall promptly notify the Administrative Agent. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of such LC Payment Date, the amount of the unpaid Reimbursement Obligations and such Xxxxxx’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested Base Rate Advances to be disbursed on the applicable LC Payment Date in an amount equal to the unpaid Reimbursement Obligations, without regard to the minimum and multiples specified for Base Rate Advances in Section 2.02(e), but subject to the conditions set forth in Article III. All Reimbursement Obligations that are not fully refinanced by the making of Base Rate Advances because the Borrower cannot satisfy the conditions set forth in Article III or for any other reason shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to Base Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2.00% per annum plus 2%the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement Obligations Obligation in respect of any Facility LCLC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.19(e). So long as the Commitment Termination Date has not occurred, but subject Subject to the terms and conditions of this Agreement (including the submission of a Swing Line Borrowing Notice of or Borrowing Notice in compliance with Section 2.02 2.4 or Section 2.8, 39 respectively, and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), the Borrower may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Xxxxxxxx. The Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LC, 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 misconduct, bad faith or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. If the Borrower fails to fully reimburse All such amounts paid by the LC Issuer and remaining unpaid by 11:00 A.M. on an LC Payment Date, the LC Issuer shall promptly notify the Administrative Agent. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of such LC Payment Date, the amount of the unpaid Reimbursement Obligations and such Xxxxxx’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested Base Rate Advances to be disbursed on the applicable LC Payment Date in an amount equal to the unpaid Reimbursement Obligations, without regard to the minimum and multiples specified for Base Rate Advances in Section 2.02(e), but subject to the conditions set forth in Article III. All Reimbursement Obligations that are not fully refinanced by the making of Base Rate Advances because the Borrower cannot satisfy the conditions set forth in Article III or for any other reason 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 Borrowings for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2.00% per annum plus 2%the rate applicable to Base Rate Borrowings for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement Obligations Obligation in respect of any Facility LCLC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.19(e). So long as the Commitment Termination Date has not occurred, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), the Borrower may request Advances an Borrowing hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Xxxxxxxx. The Borrower shall be irrevocably and unconditionally obligated to reimburse the relevant LC Issuer on or before the applicable LC Payment Date for any amount to be amounts paid by the such LC Issuer upon any drawing under any Facility LC, without presentment, demand, protest or other formalities of any kindkind (other than the demand contemplated hereby); 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 bad faith, breach of contract, willful misconduct or gross negligence of the 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) the 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. If Such reimbursement shall be due on the date such LC Issuer makes demand to the Borrower fails to fully reimburse therefor or, if such demand is made after 11:00 a.m. (New York City time) on the date of demand or at any time on a day that is not a Business Day, then such reimbursement shall be due by 11:00 a.m. on the next succeeding Business Day. All such amounts paid by the relevant LC Issuer and remaining unpaid by 11:00 A.M. on an LC Payment Date, the LC Issuer shall promptly notify the Administrative Agent. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of such LC Payment Date, the amount of the unpaid Reimbursement Obligations and such Xxxxxx’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested Base Rate Advances to be disbursed on after such amounts are due in accordance with the applicable LC Payment Date in an amount equal to the unpaid Reimbursement Obligations, without regard to the minimum and multiples specified for Base Rate Advances in Section 2.02(e), but subject to the conditions set forth in Article III. All Reimbursement Obligations that are not fully refinanced by the making of Base Rate Advances because the Borrower cannot satisfy the conditions set forth in Article III or for any other reason foregoing shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2.00% per annum plus the rate applicable to Base Rate plus 2%Advances for such day. The relevant LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement Obligations Obligation in respect of any Facility LCLC issued by such LC Issuer, but only to the extent such Lender has made payment to the such LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.19(e). So long as the Commitment Termination Date has not occurred, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), the Borrower may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Xxxxxxxx. The Borrower shall be irrevocably and unconditionally obligated to reimburse the each LC Issuer on or before the applicable LC Payment Date (if notified of such drawing prior to 1:00 p.m. on such date, otherwise on the next Business Day following receipt of such notice) for any amount amounts to be paid by the such LC Issuer upon any drawing under any Facility LC, without presentment, demanddemand (other than as set forth above), protest or other formalities of any kind; provided provided, that neither to the extent the Borrower does not reimburse the applicable LC Issuer on the applicable LC Payment Date (or the next Business Day, as applicable), then the Borrower shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan as a Floating Rate Loan on the LC Payment Date (or the next Business Day, as applicable) in the amount of such draft so paid plus any fees and expenses incurred by such LC Issuer in connection with such payment, and the Lenders shall make a Revolving Loan as a Floating Rate Loan in such amount without regard to the minimum and multiples specified in Section 2.6 for the principal amount of Floating Rate Advances, but subject to the conditions set forth in Section 4.2 (other than the delivery of a Borrowing Notice). The proceeds of such Floating Rate Advance shall be applied to reimburse the applicable LC Issuer for the amount of the related drawing and such fees and expenses. If the Lenders cannot make a Floating Rate Advance to reimburse the applicable LC Issuer because the conditions set forth in Section 4.2 cannot be satisfied or for any other reason, then each Lender shall make the payment described in the last sentence of Section 2.20.5 in respect of its participation in such Facility LC (and each Modification thereof) and the related LC Obligations. Neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequentialconsequential or exemplary) damages suffered by the Borrower or such Lender to the extent, but only to the extent, caused by (i) the such LC Issuer’s gross negligence, willful misconduct misconduct, or gross negligence material breach of the LC Issuer this 41 Agreement, as determined by a court of competent jurisdiction by final nonappealable judgment, in determining whether a request presented under any Facility LC complied with the terms of such Facility LC or (ii) the such LC Issuer’s willful failure to pay under any Facility LC issued by it after the presentation to it of a request sight draft and certificate(s) strictly complying with the terms and conditions of such Facility LC. If All such amounts paid by the LC Issuers and remaining unpaid by the Borrower fails to fully reimburse the LC Issuer by 11:00 A.M. on an LC Payment Date, the LC Issuer shall promptly notify the Administrative Agent. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of such LC Payment Date, the amount of the unpaid Reimbursement Obligations and such Xxxxxx’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested Base Rate Advances to be disbursed on the applicable LC Payment Date in an amount equal to the unpaid Reimbursement Obligations, without regard to the minimum and multiples specified for Base Rate Advances in Section 2.02(e), but subject to the conditions set forth in Article III. All Reimbursement Obligations that are not fully refinanced by the making of Base Rate Advances because the Borrower cannot satisfy the conditions set forth in Article III or for any other reason shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the Base rate applicable to Floating Rate plus 2%Advances, including any increase thereof pursuant to Section 2.11, from and after the applicable LC Payment Date. The Each LC Issuer will pay to each Lender (other than any Defaulting Lender to the extent such Defaulting Lender has not provided Cash Collateral for the LC Issuers’ Fronting Exposure in respect thereof) 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 Obligations Obligation in respect of any Facility LCLC issued by such LC Issuer, but only to the extent such Lender has made payment to the such LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.20.5. So long as the Commitment Termination Date has not occurred, but subject Subject to the terms and conditions of this Agreement (including the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), the Borrower may request Advances an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Xxxxxxxx. The Borrower shall be irrevocably and unconditionally obligated to reimburse the each LC Issuer (i) if the Borrower shall have received notice of the applicable LC Honor Date at or before 10:30 a.m. (Chicago time) on such LC Honor Date, on or before the applicable LC Honor Date or (ii) if the Borrower shall have received notice of the applicable LC Honor Date after 10:30 a.m. (Chicago time) on the applicable LC Honor Date, the date one Business Day after the Borrower has received notice from such LC Issuer of such LC Honor Date (such required date of payment, the “LC Required Payment Date Date”), in each case, for any amount amounts to be paid by the LC Issuer upon any drawing under any Facility LCLC (such amount, the “Reimbursement Amount”), without presentment, demand, protest or other formalities of any kind; provided that (A) 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 Lender to the extent, but only to the extent, caused by (ix) the willful misconduct or gross negligence of the applicable LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (iiy) 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. If ; and (B) if Borrower has not paid the Borrower fails Reimbursement Amount with respect to fully reimburse Facility LC on or prior to the LC Issuer by 11:00 A.M. on an LC Required Payment Date, Date (and the applicable LC Issuer shall promptly notify the Administrative Agent. Upon receipt Agent of such notice, failure) and (i) if the Administrative Agent applicable conditions set forth in Section 4.2 (other than the condition that no Default exists; provided that it is understood and agreed that no Advance shall promptly notify each Lender be made pursuant to this clause (f) at any time an Event of such LC Payment Date, Default has occurred and is continuing) would permit the amount making of the unpaid Reimbursement Obligations and such Xxxxxx’s Pro Rata Share thereof. In such eventRevolving Loans, the Borrower shall be deemed to have requested a borrowing of Revolving Loans (which shall be Base Rate Advances to be disbursed on the applicable LC Payment Date Loans) in an amount equal to the unpaid Reimbursement Obligations, without regard Amount and the Administrative Agent shall give each Lender prompt notice of the amount of the Revolving Loan to be made available to the minimum Administrative Agent and multiples specified for Base Rate Advances in Section 2.02(e), but subject to the (ii) if such conditions set forth in Article III. All Reimbursement Obligations that are would not fully refinanced by permit the making of Base Rate Advances because Revolving Loans, the provisions of Section 2.19(e) shall apply. All such amounts paid by the LC Issuer and remaining unpaid by the Borrower cannot satisfy after the conditions set forth in Article III or for any other reason applicable LC Required Payment Date shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (after giving effect to any Revolving Loan pursuant to the preceding sentence) the sum of 2.00% per annum plus the rate applicable to Base Rate plus 2%Advances for each such day after such LC Required Payment Date. The LC Issuer will pay to each Revolving Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement Obligations Obligation in respect of any Facility LCLC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.5. So long as the Commitment Termination Date has not occurred, but subject to the terms and conditions of this Agreement (including the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction of the applicable conditions precedent set forth in Article III2.19(e), the Borrower may request Advances hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Xxxxxxxx. The Borrower shall be irrevocably and unconditionally obligated to reimburse In the LC Issuer on or before the applicable LC Payment Date for any amount to be paid by the LC Issuer upon event of any drawing under any Facility LCLetter of Credit, without presentment, demand, protest or other formalities of any kind; provided that neither the relevant Issuing Lender will promptly notify the Borrower. Unless the Borrower nor any shall notify such Issuing Lender of its intent to otherwise reimburse such Issuing Lender and shall hereby be precluded reimburse such Issuing Lender in same day funds in the currency of such drawing within one hour of receipt of notice of such drawing from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender to the extentIssuing Lender, but only to the extent, caused by (i) if such drawing relates to a Letter of Credit denominated in an Alternative Currency, automatically and with no further action, the willful misconduct or gross negligence obligation of the LC Issuer in determining whether a request presented under any Facility LC complied with Borrower to reimburse such drawing shall be permanently converted into an obligation to reimburse the terms Dollar Equivalent of such Facility LC or drawing, calculated using the Letter of Credit Exchange Rate applicable to such drawing and (ii) the LC Issuer’s failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. If the Borrower fails to fully reimburse the LC Issuer by 11:00 A.M. on an LC Payment Date, the LC Issuer shall promptly notify the Administrative Agent. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of such LC Payment Date, the amount of the unpaid Reimbursement Obligations and such Xxxxxx’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Loan borrowing in Dollars at the Base Rate Advances in the amount of such drawing or Dollar Equivalent thereof, as the case may be, the proceeds of which will be used to be disbursed on satisfy the applicable LC Payment Date in an amount equal to Borrower’s reimbursement obligations. Pending the unpaid Reimbursement Obligations, without regard to satisfaction of the minimum and multiples specified for Base Rate Advances in Section 2.02(e), but subject to the conditions set forth in Article III. All Reimbursement Obligations that are not fully refinanced by Borrower’s reimbursement obligations through the making of Base Rate Advances because Revolving Loans pursuant to Section 2.2(e)(i), the Borrower cannot satisfy unreimbursed amount of such drawing or the conditions set forth in Article III or for any other reason shall Dollar Equivalent thereof, as the case may be, will bear interest, payable from time to time on demanddemand or, if no demand has been made, on the date on which the Borrower reimburses the applicable Letter of Credit in full, at the rate applicable to Base Rate Loans, for each day until paid at a rate per annum equal to the Base Rate plus 2%accounts of the relevant Issuing Lender and the Participants, as their interests may appear. The LC Issuer will pay Borrower’s reimbursement obligations hereunder shall be absolute, unconditional and irrevocable under all circumstances irrespective of (but without waiver of) (i) any rights of set-off, counterclaim or defense to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from payment the applicable account party or the Borrower for application in paymentmay claim or have against any Issuing Lender, in whole or in partthe Administrative Agent, the Lenders, the beneficiary of the Reimbursement Obligations in respect Letter of Credit drawn upon or any Facility LCother Person, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.16.5. So long as the Commitment Termination Date has not occurredincluding without limitation, but subject to the terms and conditions of this Agreement (including the submission of a Notice of Borrowing in compliance with Section 2.02 and the satisfaction any defense based on any failure of the applicable conditions precedent set forth in Article III), account party or the Borrower may request Advances hereunder for to receive consideration, (ii) the purpose legality, validity, regularity or unenforceability of satisfying [[5731659]] any Reimbursement ObligationLetter of Credit, this Credit Agreement or any other Credit Document, (iii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, or (iv) any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject permits a drawing to be made under such Letter of Credit after the stated expiration date thereof or of the Commitments.

Reimbursement by Xxxxxxxx. The Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer Issuers on or before the applicable LC Payment Date for any amount amounts to be paid by the any LC Issuer upon any drawing under any Facility LCLC issued by such LC Issuer, 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 (ia) the willful misconduct or gross negligence of the applicable LC Issuer Issuer, as determined in a final non-appealable judgment by a court of competent jurisdiction, in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (iib) 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. If All such amounts paid by any LC Issuer and remaining unpaid by the Borrower fails to fully reimburse the LC Issuer by 11:00 A.M. on an LC Payment Date, the LC Issuer shall promptly notify the Administrative Agent. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of such LC Payment Date, the amount of the unpaid Reimbursement Obligations and such Xxxxxx’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested Base Rate Advances to be disbursed on the applicable LC Payment Date in an amount equal to the unpaid Reimbursement Obligations, without regard to the minimum and multiples specified for Base Rate Advances in Section 2.02(e), but subject to the conditions set forth in Article III. All Reimbursement Obligations that are not fully refinanced by the making of Base Rate Advances because the Borrower cannot satisfy the conditions set forth in Article III or for any other reason shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the Base rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus 2%the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The Each LC Issuer will pay to each 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 Obligations Obligation in respect of any Facility LCLC issued by such LC Issuer, but only to the extent such Revolving Lender has made payment to the such LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.24.5. So long as the Commitment Termination Date has not occurred, but subject Subject to the terms and conditions of this Agreement (including including, without limitation, the submission of a Borrowing Notice of Borrowing in compliance with Section 2.02 2.9 and the satisfaction of the applicable conditions precedent set forth in Article IIIIV), the Borrower may request Advances a Revolving Advance hereunder for the purpose of satisfying any Reimbursement Obligation.

Reimbursement by Xxxxxxxx. The Borrower shall be irrevocably and unconditionally obligated to reimburse the each LC Issuer on or before the applicable LC Payment Date for any amount amounts to be paid by the such LC Issuer upon any drawing under any Facility LCLC issued by such LC Issuer, 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 as determined in a final, non-appealable judgment by a court of the competent jurisdiction 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) the 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. If All such amounts paid by such LC Issuer and remaining unpaid by the Borrower fails to fully reimburse the LC Issuer by 11:00 A.M. on an LC Payment Date, the LC Issuer shall promptly notify the Administrative Agent. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender of such LC Payment Date, the amount of the unpaid Reimbursement Obligations and such Xxxxxx’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested Base Rate Advances to be disbursed on the applicable LC Payment Date in an amount equal to the unpaid Reimbursement Obligations, without regard to the minimum and multiples specified for Base Rate Advances in Section 2.02(e), but subject to the conditions set forth in Article III. All Reimbursement Obligations that are not fully refinanced by the making of Base Rate Advances because the Borrower cannot satisfy the conditions set forth in Article III or for any other reason 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 40 Payment Date and (y) the sum of 2% plus 2%the rate applicable to Base Rate Advances for such day if such day falls after such LC Payment Date. The Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement Obligations Obligation in respect of any Facility LCLC issued by such LC Issuer, but only to the extent such Lender has made payment to the such LC Issuer in respect of such Facility LC pursuant to Section 2.16.52.16(d). So long as the Commitment Termination Date has not occurred, but subject Subject to the terms and conditions of this Agreement (including without limitation the submission of a Notice of Borrowing in compliance with Section 2.02 2.02(a) and the satisfaction of the applicable conditions precedent set forth in Article IIISection 3.02), the Borrower may request Advances a Revolving Credit Advance hereunder for the purpose of satisfying any Reimbursement Obligation.