Common use of Reimbursement Obligations of Borrower Clause in Contracts

Reimbursement Obligations of Borrower. If either (x) Administrative Agent shall make a payment to an LC Issuer pursuant to a Support Agreement, or (y) any Lender shall honor any draw request under, and make payment in respect of, a Lender Letter of Credit, (i) Borrower shall promptly reimburse Administrative Agent or such Lender, as applicable, for the amount of such payment and (ii) Borrower shall be deemed to have immediately requested that Revolving Lenders make a Revolving Loan, which shall be a Base Rate Loan, in a principal amount equal to the amount of such payment (but solely to the extent Borrower shall have failed to directly reimburse Administrative Agent or, with respect to Lender Letters of Credit, the applicable LC Issuer, for the amount of such payment). Administrative Agent shall promptly notify Revolving Lenders of any such deemed request and each Revolving Lender (other than any such Revolving Lender that was a Non-Funding Revolving Lender at the time the applicable Supported Letter of Credit or Lender Letter of Credit was issued) hereby agrees to make available to Administrative Agent not later than noon (Chicago time) on the Business Day following such notification from Administrative Agent such Revolving Lender’s Pro Rata Share of such Revolving Loan (calculated to disregard any interest of any Non-Funding Revolving Lender in the Revolving Loans). Each Revolving Lender (other than any applicable Non-Funding Revolving Lender specified above) hereby absolutely and unconditionally agrees to fund such Revolving Lender’s Pro Rata Share of the Loan described in the immediately preceding sentence, unaffected by any circumstance whatsoever, including (without limitation) (i) the occurrence and continuance of a Default or Event of Default, (ii) the fact that, whether before or after giving effect to the making of any such Revolving Loan, the Revolving Loan Outstandings exceed or will exceed the Revolving Loan Limit and/or (iii) the non-satisfaction of any conditions set forth in Section 8.3. Administrative Agent hereby agrees to apply the gross proceeds of each Revolving Loan deemed made pursuant to this Section 2.5(c) in satisfaction of Borrower’s reimbursement obligations arising pursuant to this Section 2.5(c). Borrower shall pay interest, on demand, on all amounts so paid by Administrative Agent for each day until Borrower reimburses Administrative Agent therefor at a rate per annum equal to the then current interest rate applicable to Revolving Loans (which are Base Rate Loans) for such day.

Reimbursement Obligations of Borrower. If either (x) Administrative Agent shall make a payment Borrower agrees to an LC pay to the L/C Issuer pursuant to a Support Agreement, or (y) of any Lender shall honor any draw request under, and make payment in respect of, a Lender Letter of Credit, (i) Borrower shall promptly reimburse Administrative or to Agent or such Lender, as applicable, for the amount benefit of such payment and (ii) Borrower shall be deemed to have immediately requested that Revolving Lenders make a Revolving LoanL/C Issuer, which shall be a Base Rate Loan, in a principal amount equal to the amount of such payment (but solely to the extent Borrower shall have failed to directly reimburse Administrative Agent or, each L/C Reimbursement Obligation owing with respect to Lender Letters such Letter of Credit, Credit no later than the applicable LC Issuer, for the amount of first Business Day after Borrower receives notice from such payment). Administrative L/C Issuer or from Agent shall promptly notify Revolving Lenders of any that payment has been made under such deemed request and each Revolving Lender (other than any such Revolving Lender that was a Non-Funding Revolving Lender at the time the applicable Supported Letter of Credit or Lender Letter of Credit was issuedthat such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) hereby agrees to make available to Administrative Agent not later than noon (Chicago time) on the Business Day following such notification from Administrative Agent such Revolving Lender’s Pro Rata Share of such Revolving Loan (calculated to disregard any with interest of any Non-Funding Revolving Lender in the Revolving Loans). Each Revolving Lender (other than any applicable Non-Funding Revolving Lender specified above) hereby absolutely and unconditionally agrees to fund such Revolving Lender’s Pro Rata Share of the Loan described in the immediately preceding sentence, unaffected by any circumstance whatsoever, including (without limitation) (i) the occurrence and continuance of a Default or Event of Default, (ii) the fact that, whether before or after giving effect to the making of any such Revolving Loan, the Revolving Loan Outstandings exceed or will exceed the Revolving Loan Limit and/or (iii) the non-satisfaction of any conditions thereon computed as set forth in Section 8.3clause (A) below. Administrative In the event that any L/C Reimbursement Obligation is not repaid by Borrower as provided in this clause (v) (or any such payment by Borrower is rescinded or set aside for any reason), such L/C Issuer shall promptly notify Agent hereby agrees to apply the gross proceeds of such failure (and, upon receipt of such notice, Agent shall notify each Revolving Loan deemed made pursuant to this Section 2.5(cLender) in satisfaction and, irrespective of Borrower’s reimbursement obligations arising pursuant to this Section 2.5(c). whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by Borrower shall pay interest, with interest thereon computed (A) from the date on demand, on all amounts so paid by Administrative Agent for each day until Borrower reimburses Administrative Agent therefor at a rate per annum equal which such L/C Reimbursement Obligation arose to the then current L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans (which that are Base Rate LoansLoans and (B) for thereafter until payment in full, at the interest rate specified in Section 1.3(c) to past due Revolving Loans that are Base Rate Loans (regardless of whether or not an election is made under such daysubsection).

Reimbursement Obligations of Borrower. If either (xa) Administrative Borrower agrees to reimburse Agent for the total amount of any sums paid by Agent in connection with Letters of Credit, including any drawing or demand under Letters of Credit or any Advance made by Agent in respect of Letters of Credit, and the amount of any taxes, fees, charges or other costs or expenses whatsoever incurred by Agent in connection with any payment made by Agent under, or with respect to, such Letter of Credit (the "Reimbursement Obligation") as set forth in the Application. (b) Payment by Agent of a draw under any Letter of Credit shall make a payment be deemed an Advance under the Line of Credit Loan in an amount sufficient to discharge Borrower's Reimbursement Obligation with interest thereon as set forth in this Agreement as of the date of payment. To the extent that Borrower is not eligible for an LC Issuer Advance under the Line of Credit Loan, Borrower shall immediately pay and discharge the Reimbursement Obligation pursuant to a Support the terms of the Application and this Agreement. (c) Borrower's Reimbursement Obligations with respect to Letters of Credit shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all Obligations of Borrower to the Lenders hereunder shall have been satisfied, and such Obligations shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or (y) any Lender shall honor any draw request under, and make payment in respect the consent of, a Lender the Borrower: (i) Any lack of validity or enforceability of any Letter of Credit, Application or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (i) Borrower shall promptly reimburse Administrative Agent or such Lender, as applicable, for the amount "Letter of such payment and Credit Documents"); (ii) Borrower shall be deemed Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to have immediately requested that Revolving Lenders make a Revolving Loanperfect any interest in collateral or security, which shall be a Base Rate Loan, in a principal amount equal to the amount of such payment (but solely to the extent Borrower shall have failed to directly reimburse Administrative Agent orif any, with respect to Lender Letters any of Credit, the applicable LC Issuer, for the amount of such payment). Administrative Agent shall promptly notify Revolving Lenders of any such deemed request and each Revolving Lender (other than any such Revolving Lender that was a Non-Funding Revolving Lender at the time the applicable Supported Letter of Credit Documents; (iii) The existence of any claim, setoff, defense or Lender other right which the Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit was issued(or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Lender or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; and (iv) hereby agrees Any draft or other statement or document presented under any Letter of Credit proving to make available be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided, however, that Borrower shall have no Reimbursement Obligation for any wrongful payment or disbursement made or to Administrative Agent not later than noon (Chicago time) be made under any Letter of Credit as a result of acts or omissions constituting gross negligence or willful misconduct on the Business Day following such notification from Administrative part of Agent such Revolving Lender’s Pro Rata Share or any of such Revolving Loan (calculated to disregard any interest its officers, employees or agents. No setoff, counterclaim, reduction or diminution of any Non-Funding Revolving Lender in the Revolving Loans). Each Revolving Lender (other than obligation or any applicable Non-Funding Revolving Lender specified above) hereby absolutely and unconditionally agrees to fund such Revolving Lender’s Pro Rata Share of the Loan described in the immediately preceding sentence, unaffected by any circumstance whatsoever, including (without limitation) (i) the occurrence and continuance of a Default or Event of Default, (ii) the fact that, whether before or after giving effect to the making defense of any such Revolving Loan, kind or nature which the Revolving Loan Outstandings exceed Borrower has or will exceed may have against the Revolving Loan Limit and/or (iii) the non-satisfaction beneficiary of any conditions set forth in Section 8.3. Administrative Letter of Credit shall be available hereunder to Borrower against the Agent hereby agrees to apply the gross proceeds of each Revolving Loan deemed made pursuant to this Section 2.5(c) in satisfaction of Borrower’s reimbursement obligations arising pursuant to this Section 2.5(c). Borrower shall pay interest, on demand, on all amounts so paid by Administrative Agent for each day until Borrower reimburses Administrative Agent therefor at a rate per annum equal to the then current interest rate applicable to Revolving Loans (which are Base Rate Loans) for such dayor any Lender.

Reimbursement Obligations of Borrower. If either Borrower hereby unconditionally agrees to immediately pay to Letter of Credit Issuer on demand at the Letter of Credit Issuer's Applicable Lending Office all amounts required to pay all drafts drawn under Letters of Credit issued for the account of Borrower in the applicable currency and all reasonable expenses incurred by Letter of Credit Issuer in connection with such Letters of Credit and in any event and without demand to remit to Letter of Credit Issuer (xwhich may be through obtaining Advances if permitted under Section 3.1.2) Administrative Agent sufficient funds to pay all debts and liabilities arising under any Letter of Credit issued for the account of Borrower; provided, however, that if on any day demand for payment of any draft drawn under any Letter of Credit is made after 11:00 (Local Time) with respect to Letters of Credit denominated in Dollars, or the Applicable Time with respect to Letters of Credit denominated in an Alternative Currency (except for demand made under Section 16.2.2), payment thereof shall make be made by Borrower on the following Business Day. In the case of a payment to Letter of Credit denominated in an LC Alternative Currency, Borrower shall reimburse the Letter of Credit Issuer pursuant to a Support Agreementin such Alternative Currency, unless (a) the Letter of Credit Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (yb) in the absence of any Lender such requirement for reimbursement in Dollars, Borrower shall honor any draw request under, and make payment in respect of, a Lender have notified the Letter of CreditCredit Issuer promptly following receipt of the notice of drawing that Borrower will reimburse the Letter of Credit Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, (i) the Letter of Credit Issuer shall notify Borrower shall promptly reimburse Administrative Agent or such Lender, as applicable, for of the Dollar Equivalent of the amount of such payment and (ii) Borrower shall be deemed to have immediately requested that Revolving Lenders make a Revolving Loan, which shall be a Base Rate Loan, in a principal amount equal to the amount of such payment (but solely to drawing promptly following the extent Borrower shall have failed to directly reimburse Administrative Agent or, with respect to Lender Letters of Credit, the applicable LC Issuer, for the amount of such payment). Administrative Agent shall promptly notify Revolving Lenders of any such deemed request and each Revolving Lender (other than any such Revolving Lender that was a Non-Funding Revolving Lender at the time the applicable Supported Letter of Credit or Lender Letter of Credit was issued) hereby agrees to make available to Administrative Agent not later than noon (Chicago time) on the Business Day following such notification from Administrative Agent such Revolving Lender’s Pro Rata Share of such Revolving Loan (calculated to disregard any interest of any Non-Funding Revolving Lender in the Revolving Loans). Each Revolving Lender (other than any applicable Non-Funding Revolving Lender specified above) hereby absolutely and unconditionally agrees to fund such Revolving Lender’s Pro Rata Share of the Loan described in the immediately preceding sentence, unaffected by any circumstance whatsoever, including (without limitation) (i) the occurrence and continuance of a Default or Event of Default, (ii) the fact that, whether before or after giving effect to the making of any such Revolving Loan, the Revolving Loan Outstandings exceed or will exceed the Revolving Loan Limit and/or (iii) the non-satisfaction of any conditions set forth in Section 8.3. Administrative Agent hereby agrees to apply the gross proceeds of each Revolving Loan deemed made pursuant to this Section 2.5(c) in satisfaction of Borrower’s reimbursement obligations arising pursuant to this Section 2.5(c). Borrower shall pay interest, on demand, on all amounts so paid by Administrative Agent for each day until Borrower reimburses Administrative Agent therefor at a rate per annum equal to the then current interest rate applicable to Revolving Loans (which are Base Rate Loans) for such daydetermination thereof.

Reimbursement Obligations of Borrower. If either (xa) Administrative Borrower agrees to reimburse Agent for the total amount of any sums paid by Agent in connection with Letters of Credit, including any drawing or demand under Letters of Credit or any Advance made by Agent in respect of Letters of Credit, and the amount of any taxes, fees, charges or other costs or expenses whatsoever incurred by Agent in connection with any payment made by Agent under, or with respect to, such Letter of Credit (the "Reimbursement Obligation") as set forth in the Application. (b) Payment by Agent of a draw under any Letter of Credit shall make a payment be deemed an Advance under the Line of Credit Loan in an amount sufficient to discharge Borrower's Reimbursement Obligation with interest thereon as set forth in this Agreement as of the date of payment. To the extent that Borrower is not eligible for an LC Issuer Advance under the Line of Credit Loan, Borrower shall immediately pay and discharge the Reimbursement Obligation pursuant to a Support the terms of the Application and this Agreement. (c) Borrower's Reimbursement Obligations with respect to Letters of Credit shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all Obligations of Borrower to the Banks hereunder shall have been satisfied, and such Obligations shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or (y) any Lender shall honor any draw request under, and make payment in respect the consent of, a Lender the Borrower: (i) Any lack of validity or enforceability of any Letter of Credit, Application or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (i) Borrower shall promptly reimburse Administrative Agent or such Lender, as applicable, for the amount "Letter of such payment and Credit Documents"); (ii) Borrower shall be deemed Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to have immediately requested that Revolving Lenders make a Revolving Loanperfect any interest in collateral or security, which shall be a Base Rate Loan, in a principal amount equal to the amount of such payment (but solely to the extent Borrower shall have failed to directly reimburse Administrative Agent orif any, with respect to Lender Letters any of Credit, the applicable LC Issuer, for the amount of such payment). Administrative Agent shall promptly notify Revolving Lenders of any such deemed request and each Revolving Lender (other than any such Revolving Lender that was a Non-Funding Revolving Lender at the time the applicable Supported Letter of Credit Documents; (iii) The existence of any claim, setoff, defense or Lender other right which the Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit was issued(or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; and (iv) hereby agrees Any draft or other statement or document presented under any Letter of Credit proving to make available be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided, however, that Borrower shall have no Reimbursement Obligation for any wrongful payment or disbursement made or to Administrative Agent not later than noon (Chicago time) be made under any Letter of Credit as a result of acts or omissions constituting gross negligence or willful misconduct on the Business Day following such notification from Administrative part of Agent such Revolving Lender’s Pro Rata Share or any of such Revolving Loan (calculated to disregard any interest its officers, employees or agents. No setoff, counterclaim, reduction or diminution of any Non-Funding Revolving Lender in the Revolving Loans). Each Revolving Lender (other than obligation or any applicable Non-Funding Revolving Lender specified above) hereby absolutely and unconditionally agrees to fund such Revolving Lender’s Pro Rata Share of the Loan described in the immediately preceding sentence, unaffected by any circumstance whatsoever, including (without limitation) (i) the occurrence and continuance of a Default or Event of Default, (ii) the fact that, whether before or after giving effect to the making defense of any such Revolving Loan, kind or nature which the Revolving Loan Outstandings exceed Borrower has or will exceed may have against the Revolving Loan Limit and/or (iii) the non-satisfaction beneficiary of any conditions set forth in Section 8.3. Administrative Letter of Credit shall be available hereunder to Borrower against the Agent hereby agrees to apply the gross proceeds of each Revolving Loan deemed made pursuant to this Section 2.5(c) in satisfaction of Borrower’s reimbursement obligations arising pursuant to this Section 2.5(c). Borrower shall pay interest, on demand, on all amounts so paid by Administrative Agent for each day until Borrower reimburses Administrative Agent therefor at a rate per annum equal to the then current interest rate applicable to Revolving Loans (which are Base Rate Loans) for such dayor any Bank.

Reimbursement Obligations of Borrower. If either (x) Administrative Agent shall make a payment to an LC Issuer pursuant to a Support Agreement, or (y) any Lender shall honor any draw request under, and make notify Administrative Agent that it has made payment in respect of, of a Lender Letter of Credit, (i) Borrower shall promptly reimburse Administrative Agent or such Lender, as applicable, for the amount of such payment and (ii) Borrower shall be deemed to have immediately requested that Revolving Lenders make a Revolving Loan, which shall be a Base Rate Loan, in a principal amount equal to the amount of such payment (but solely to the extent Borrower shall have failed to directly reimburse Administrative Agent or, with respect to Lender Letters of Credit, the applicable LC Issuer, for the amount of such payment). Administrative Agent shall promptly notify Revolving Lenders of any such deemed request and each Revolving Lender (other than any such Revolving Lender that was a Non-Funding Revolving Lender at the time the applicable Supported Letter of Credit or Lender Letter of Credit was issued) hereby agrees to make available to Administrative Agent not later than noon (Chicago Central time) on the Business Day following such notification from Administrative Agent such Revolving Lender’s Pro Rata Share of such Revolving Loan (calculated to disregard any interest of any Non-Funding Revolving Lender in the Revolving Loans)Loan. Each Revolving Lender (other than any applicable Non-Funding Revolving Lender specified above) hereby absolutely and unconditionally agrees to fund such Revolving Lender’s Pro Rata Share of the Loan described in the immediately preceding sentence, unaffected by any circumstance whatsoever, including (without limitation) (iA) the occurrence and continuance of a Default or Event of Default, (iiB) the fact that, whether before or after giving effect to the making of any such Revolving Loan, the Revolving Loan Outstandings exceed or will exceed the Revolving Loan Limit and/or (iiiC) the non-satisfaction of any conditions set forth in Section 8.37. Administrative Agent hereby agrees to apply the gross proceeds of each Revolving Loan deemed made pursuant to this Section 2.5(c2.9(c) in satisfaction of Borrower’s reimbursement obligations arising pursuant to this Section 2.5(c2.9(c). Borrower shall pay interest, on demand, on all amounts so paid by Administrative Agent for each day until Borrower reimburses Administrative Agent therefor at a rate per annum equal to the then current interest rate applicable to Revolving Loans (which are Base Rate Loans) for such day.

Reimbursement Obligations of Borrower. If either (x) Administrative Agent shall make a payment to an LC Issuer pursuant to a Support Agreement, or (y) any Lender shall honor any draw request under, and make notify Administrative Agent that it has made payment in respect of, of a Lender Letter of Credit, (i) Borrower shall promptly reimburse Administrative Agent or such Lender, as applicable, for the amount of such payment and (ii) Borrower shall be deemed to have immediately requested that Revolving Lenders make a Revolving Loan, which shall be a Base Rate Loan, in a principal amount equal to the amount of such payment (but solely to the extent Borrower shall have failed to directly reimburse Administrative Agent or, with respect to Lender Letters of Credit, the applicable LC Issuer, for the amount of such payment). Administrative Agent shall promptly notify Revolving Lenders of any such deemed request and each Revolving Lender (other than any such Revolving Lender that was a Non-Funding Revolving Lender at the time the applicable Supported Letter of Credit or Lender Letter of Credit was issued) hereby agrees to make available to Administrative Agent not later than noon (Chicago time) on the Business Day following such notification from Administrative Agent such Revolving Lender’s Pro Rata Share of such Revolving Loan (calculated to disregard any interest of any Non-Funding Revolving Lender in the Revolving Loans)Loan. Each Revolving Lender (other than any applicable Non-Funding Revolving Lender specified above) hereby absolutely and unconditionally agrees to fund such Revolving Lender’s Pro Rata Share of the Loan described in the immediately preceding sentence, unaffected by any circumstance whatsoever, including (without limitation) (iA) the occurrence and continuance of a Default or Event of Default, (iiB) the fact that, whether before or after giving effect to the making of any such Revolving Loan, the Revolving Loan Outstandings exceed or will exceed the Revolving Loan Limit and/or (iiiC) the non-satisfaction of any conditions set forth in Section 8.38.2. Administrative Agent hereby agrees to apply the gross proceeds of each Revolving Loan deemed made pursuant to this Section 2.5(c2.9(c) in satisfaction of Borrower’s reimbursement obligations arising pursuant to this Section 2.5(c2.9(c). Borrower shall pay interest, on demand, on all amounts so paid by Administrative Agent for each day until Borrower reimburses Administrative Agent therefor at a rate per annum equal to the then current interest rate applicable to Revolving Loans (which are Base Rate Loans) for such day.

Reimbursement Obligations of Borrower. If either Borrowers agree to pay to the L/C Issuer of any Letter of Credit each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after GHLLC receives notice from such L/C Issuer that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (xthe “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (i) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid by Borrowers as provided in this clause (e) (or any such payment by Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify Administrative Agent of such failure (and, upon receipt of such notice, Administrative Agent shall make forward a payment copy to an LC Issuer pursuant to a Support Agreementeach Revolving Credit Lender - Tranche A) and, or (y) any Lender irrespective of whether such notice is given, such L/C Reimbursement Obligation shall honor any draw request under, and make payment in respect of, a Lender Letter of Credit, be payable on demand by Borrowers with interest thereon computed (i) Borrower shall promptly reimburse Administrative Agent or from the date on which such LenderL/C Reimbursement Obligation arose to the L/C Reimbursement Date, as applicable, for at the amount of interest rate applicable during such payment period to Revolving Loans — Tranche A-1 that are Base Rate Loans and (ii) Borrower shall be deemed to have immediately requested that Revolving Lenders make a Revolving Loanthereafter until payment in full, which shall be a Base Rate Loan, in a principal amount equal to the amount of such payment (but solely to the extent Borrower shall have failed to directly reimburse Administrative Agent or, with respect to Lender Letters of Credit, the applicable LC Issuer, for the amount of such payment). Administrative Agent shall promptly notify Revolving Lenders of any such deemed request and each Revolving Lender (other than any such Revolving Lender that was a Non-Funding Revolving Lender at the time the applicable Supported Letter of Credit or Lender Letter of Credit was issued) hereby agrees to make available to Administrative Agent not later than noon (Chicago time) on the Business Day following such notification from Administrative Agent such Revolving Lender’s Pro Rata Share of such Revolving Loan (calculated to disregard any interest of any Non-Funding Revolving Lender in the Revolving Loans). Each Revolving Lender (other than any applicable Non-Funding Revolving Lender specified above) hereby absolutely and unconditionally agrees to fund such Revolving Lender’s Pro Rata Share of the Loan described in the immediately preceding sentence, unaffected by any circumstance whatsoever, including (without limitation) (i) the occurrence and continuance of a Default or Event of Default, (ii) the fact that, whether before or after giving effect to the making of any such Revolving Loan, the Revolving Loan Outstandings exceed or will exceed the Revolving Loan Limit and/or (iii) the non-satisfaction of any conditions set forth in Section 8.3. Administrative Agent hereby agrees to apply the gross proceeds of each Revolving Loan deemed made pursuant to this Section 2.5(c) in satisfaction of Borrower’s reimbursement obligations arising pursuant to this Section 2.5(c). Borrower shall pay interest, on demand, on all amounts so paid by Administrative Agent for each day until Borrower reimburses Administrative Agent therefor at a rate per annum equal to the then current interest rate applicable during such period to past due Revolving Loans (which — Tranche A-1 that are Base Rate Loans) for such day.

Reimbursement Obligations of Borrower. If either (xa) Administrative Borrower agrees to reimburse Agent for the total amount of any sums paid by Agent in connection with Letters of Credit, including any drawing or demand under Letters of Credit or any Advance made by Agent in respect of Letters of Credit, and the amount of any taxes, fees, charges or other costs or expenses whatsoever incurred by Agent in connection with any payment made by Agent under, or with respect to, such Letter of Credit (the "Reimbursement Obligation") as set forth in the application. (b) Payment by Agent of a draw under any Letter of Credit shall make a payment be deemed an Advance under the Loan in an amount sufficient to discharge Borrower's Reimbursement Obligation with interest thereon as set forth in this Agreement as of the date of payment. To the extent that Borrower is not eligible for an LC Issuer Advance under the Loan, Borrower shall immediately pay and discharge the Reimbursement Obligation pursuant to a Support the terms of the application and this Agreement. (c) Borrower's Reimbursement Obligations with respect to Letters of Credit shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all Obligations of Borrower to the Lenders hereunder shall have been satisfied, and such Obligations shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or (y) any Lender shall honor any draw request under, and make payment in respect the consent of, a Lender the Borrower: (i) Any lack of validity or enforceability of any Letter of Credit, application or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (i) Borrower shall promptly reimburse Administrative Agent or such Lender, as applicable, for the amount "Letter of such payment and Credit Documents"); (ii) Borrower shall be deemed Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to have immediately requested that Revolving Lenders make a Revolving Loanperfect any interest in collateral or security, which shall be a Base Rate Loan, in a principal amount equal to the amount of such payment (but solely to the extent Borrower shall have failed to directly reimburse Administrative Agent orif any, with respect to Lender Letters any of Credit, the applicable LC Issuer, for the amount of such payment). Administrative Agent shall promptly notify Revolving Lenders of any such deemed request and each Revolving Lender (other than any such Revolving Lender that was a Non-Funding Revolving Lender at the time the applicable Supported Letter of Credit Documents; (iii) The existence of any claim, setoff, defense or Lender other right which the Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit was issued(or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Lender or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; and (iv) hereby agrees Any draft or other statement or document presented under any Letter of Credit proving to make available be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided, however, that Borrower shall have no Reimbursement Obligation for any wrongful payment or disbursement made or to Administrative Agent not later than noon (Chicago time) be made under any Letter of Credit as a result of acts or omissions constituting gross negligence or willful misconduct on the Business Day following such notification from Administrative part of Agent such Revolving Lender’s Pro Rata Share or any of such Revolving Loan (calculated to disregard any interest its officers, employees or agents. No setoff, counterclaim, reduction or diminution of any Non-Funding Revolving Lender in the Revolving Loans). Each Revolving Lender (other than obligation or any applicable Non-Funding Revolving Lender specified above) hereby absolutely and unconditionally agrees to fund such Revolving Lender’s Pro Rata Share of the Loan described in the immediately preceding sentence, unaffected by any circumstance whatsoever, including (without limitation) (i) the occurrence and continuance of a Default or Event of Default, (ii) the fact that, whether before or after giving effect to the making defense of any such Revolving Loan, kind or nature which the Revolving Loan Outstandings exceed Borrower has or will exceed may have against the Revolving Loan Limit and/or (iii) the non-satisfaction beneficiary of any conditions set forth in Section 8.3. Administrative Letter of Credit shall be available hereunder to Borrower against the Agent hereby agrees to apply the gross proceeds of each Revolving Loan deemed made pursuant to this Section 2.5(c) in satisfaction of Borrower’s reimbursement obligations arising pursuant to this Section 2.5(c). Borrower shall pay interest, on demand, on all amounts so paid by Administrative Agent for each day until Borrower reimburses Administrative Agent therefor at a rate per annum equal to the then current interest rate applicable to Revolving Loans (which are Base Rate Loans) for such dayor any Lender.

Reimbursement Obligations of Borrower. If either (x) Administrative Agent shall make a payment Borrower agrees to an LC pay to the L/C Issuer pursuant to a Support Agreement, or (y) of any Lender shall honor any draw request under, and make payment in respect of, a Lender Letter of Credit, Credit each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after Borrower receives notice from such L/C Issuer that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (i) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid by Borrower as provided in this clause (e) (or any such payment by Borrower is rescinded or set aside for any reason), such L/C Issuer shall promptly reimburse Administrative notify Agent or such Lender, as applicable, for the amount of such payment failure (and, upon receipt of such notice, Agent shall forward a copy to each Revolving Loan Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by Borrower with interest thereon computed (i) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (ii) Borrower shall be deemed to have immediately requested that Revolving Lenders make a Revolving Loanthereafter until payment in full, which shall be a Base Rate Loan, in a principal amount equal to the amount of such payment (but solely to the extent Borrower shall have failed to directly reimburse Administrative Agent or, with respect to Lender Letters of Credit, the applicable LC Issuer, for the amount of such payment). Administrative Agent shall promptly notify Revolving Lenders of any such deemed request and each Revolving Lender (other than any such Revolving Lender that was a Non-Funding Revolving Lender at the time the applicable Supported Letter of Credit or Lender Letter of Credit was issued) hereby agrees to make available to Administrative Agent not later than noon (Chicago time) on the Business Day following such notification from Administrative Agent such Revolving Lender’s Pro Rata Share of such Revolving Loan (calculated to disregard any interest of any Non-Funding Revolving Lender in the Revolving Loans). Each Revolving Lender (other than any applicable Non-Funding Revolving Lender specified above) hereby absolutely and unconditionally agrees to fund such Revolving Lender’s Pro Rata Share of the Loan described in the immediately preceding sentence, unaffected by any circumstance whatsoever, including (without limitation) (i) the occurrence and continuance of a Default or Event of Default, (ii) the fact that, whether before or after giving effect to the making of any such Revolving Loan, the Revolving Loan Outstandings exceed or will exceed the Revolving Loan Limit and/or (iii) the non-satisfaction of any conditions set forth in Section 8.3. Administrative Agent hereby agrees to apply the gross proceeds of each Revolving Loan deemed made pursuant to this Section 2.5(c) in satisfaction of Borrower’s reimbursement obligations arising pursuant to this Section 2.5(c). Borrower shall pay interest, on demand, on all amounts so paid by Administrative Agent for each day until Borrower reimburses Administrative Agent therefor at a rate per annum equal to the then current interest rate applicable during such period to past due Revolving Loans (which that are Base Rate Loans) for such day.

Reimbursement Obligations of Borrower. If either (x) Administrative Agent shall make a payment to an LC Issuer pursuant to a Support Agreement, or (y) any Lender shall honor any draw request under, and make payment in respect of, a Lender Letter of Credit, (i) Borrower shall promptly reimburse Administrative Agent or such Lender, as applicable, for the amount of such payment and (ii) Borrower shall be deemed to have immediately requested that Revolving Lenders make a Revolving Loan, which shall be a Base Rate LIBOR Loan, in a principal amount equal to the amount of such payment (but solely to the extent Borrower shall have failed to directly reimburse Administrative Agent or, with respect to Lender Letters of Credit, the applicable LC Issuer, for the amount of such payment). Administrative Agent shall promptly notify Revolving Lenders of any such deemed request and each Revolving Lender (other than any such Revolving Lender that was a Non-Funding Revolving Lender at the time the applicable Supported Letter of Credit or Lender Letter of Credit Support Agreement was issuedexecuted) hereby agrees to make available to Administrative Agent not later than noon (Chicago Washington DC time) on the Business Day following such notification from Administrative Agent such Revolving Lender’s Pro Rata Share of such Revolving Loan (calculated to disregard any interest of any Non-Funding Revolving Lender in the Revolving Loans)Loan. Each Revolving Lender (other than any applicable Non-Funding Revolving Lender specified above) hereby absolutely and unconditionally agrees to fund such Revolving Lender’s Pro Rata Share of the Loan described in the immediately preceding sentence, unaffected by any circumstance whatsoever, including (without limitation) (i) the occurrence and continuance of a Default or Event of Default, (ii) the fact that, whether before or after giving effect to the making of any such Revolving Loan, the Revolving Loan Outstandings exceed or will exceed the Revolving Loan Limit and/or (iii) the non-satisfaction of any conditions set forth in Section 8.37.2. Administrative Agent hereby agrees to apply the gross proceeds of each Revolving Loan deemed made pursuant to this Section 2.5(c) in satisfaction of Borrower’s reimbursement obligations arising pursuant to this Section 2.5(c). Borrower shall pay interest, on demand, on all amounts so paid by Administrative Agent for each day until Borrower reimburses Administrative Agent therefor at a rate per annum equal to the then current interest rate applicable to Revolving Loans (which are Base Rate Loans) for such day, whether such interest rate is the normal rate or the Default Rate.

Reimbursement Obligations of Borrower. If either (x) Administrative Agent shall make a payment to an LC Issuer pursuant to a Support Agreement, or (y) any Lender shall honor any draw request under, and make payment in respect of, a Lender Letter of Credit, (i) Borrower shall promptly reimburse Administrative Agent or such Lender, as applicable, for the amount of such payment and (ii) Borrower shall be deemed to have immediately requested that Revolving Lenders make a Revolving Loan, which shall be a Base Rate Loan, in a principal amount equal to the amount of such payment (but solely to the extent Borrower shall have failed to directly reimburse Administrative Agent or, with respect to Lender Letters of Credit, the applicable LC Issuer, for the amount of such payment). Administrative Agent shall promptly notify Revolving Lenders of any such deemed request and each Revolving Lender (other than any such Revolving Lender that was a Non-Funding Revolving Lender at the time the applicable Supported Letter of Credit or Lender Letter of Credit was issued) hereby agrees to make available to Administrative Agent not later than noon (Chicago time) on the Business Day following such notification from Administrative Agent such Revolving Lender’s Pro Rata Share of such Revolving Loan (calculated to disregard any interest of any Non-Funding Revolving Lender in the Revolving Loans)Loan. Each Revolving Lender (other than any applicable Non-Funding Revolving Lender specified above) hereby absolutely and unconditionally agrees to fund such Revolving Lender’s Pro Rata Share of the Loan described in the immediately preceding sentence, unaffected by any circumstance whatsoever, including (without limitation) (i) the occurrence and continuance of a Default or Event of Default, (ii) the fact that, whether before or after giving effect to the making of any such Revolving Loan, the Revolving Loan Outstandings exceed or will exceed the Revolving Loan Limit and/or (iii) the non-satisfaction of any conditions set forth in Section 8.37.2. Administrative Agent hereby agrees to apply the gross proceeds of each Revolving Loan deemed made pursuant to this Section 2.5(c) in satisfaction of Borrower’s reimbursement obligations arising pursuant to this Section 2.5(c). Borrower shall pay interest, on demand, on all amounts so paid by Administrative Agent for each day until Borrower reimburses Administrative Agent therefor therefore at a rate per annum equal to the then current sum of two percent (2%) plus the interest rate applicable to Revolving Loans (which are Base Rate Loans) for such day.

Reimbursement Obligations of Borrower. If either (x) Administrative Agent shall make a payment Borrower agrees to an LC pay to the L/C Issuer pursuant to a Support Agreement, or (y) of any Lender shall honor any draw request under, and make payment in respect of, a Lender Letter of Credit, (i) Borrower shall promptly reimburse Administrative Agent or such Lender, as applicable, for the amount of such payment and (ii) Borrower shall be deemed to have immediately requested that Revolving Lenders make a Revolving Loan, which shall be a Base Rate Loan, in a principal amount equal to the amount of such payment (but solely to the extent Borrower shall have failed to directly reimburse Administrative Agent or, Credit each L/C Reimbursement Obligation owing with respect to Lender Letters such Letter of Credit, Credit no later than the applicable LC Issuer, for the amount of first Business Day after Borrower receives notice from such payment). Administrative Agent shall promptly notify Revolving Lenders of any L/C Issuer that payment has been made under such deemed request and each Revolving Lender (other than any such Revolving Lender that was a Non-Funding Revolving Lender at the time the applicable Supported Letter of Credit or Lender Letter of Credit was issuedthat such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) hereby agrees to make available to Administrative Agent not later than noon (Chicago time) on the Business Day following such notification from Administrative Agent such Revolving Lender’s Pro Rata Share of such Revolving Loan (calculated to disregard any with interest of any Non-Funding Revolving Lender in the Revolving Loans). Each Revolving Lender (other than any applicable Non-Funding Revolving Lender specified above) hereby absolutely and unconditionally agrees to fund such Revolving Lender’s Pro Rata Share of the Loan described in the immediately preceding sentence, unaffected by any circumstance whatsoever, including (without limitation) (i) the occurrence and continuance of a Default or Event of Default, (ii) the fact that, whether before or after giving effect to the making of any such Revolving Loan, the Revolving Loan Outstandings exceed or will exceed the Revolving Loan Limit and/or (iii) the non-satisfaction of any conditions thereon computed as set forth in Section 8.3clause (A) below. Administrative In the event that any L/C Reimbursement Obligation is not repaid by Borrower as provided in this clause (v) (or any such payment by Borrower is rescinded or set aside for any reason), such L/C Issuer shall promptly notify Agent hereby agrees of such failure (and, upon receipt of such notice, Agent shall forward a copy to apply the gross proceeds of each Revolving Loan deemed made pursuant to this Section 2.5(cLender) in satisfaction and, irrespective of Borrower’s reimbursement obligations arising pursuant to this Section 2.5(c). whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by Borrower shall pay interest, with interest thereon computed (A) from the date on demand, on all amounts so paid by Administrative Agent for each day until Borrower reimburses Administrative Agent therefor at a rate per annum equal which such L/C Reimbursement Obligation arose to the then current L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (which B) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans) for such day.

Reimbursement Obligations of Borrower. If either (x) the Administrative Agent shall make a payment to an LC Issuer (or, in the case of the Existing Letters of Credit, to GE Capital) pursuant to a Support Agreement, or (y) any Lender shall honor any draw request under, and make notify Administrative Agent that it has made payment in respect of, of a Lender Letter of Credit, (i) Borrower shall promptly reimburse Administrative Agent or such Lender, as applicable, for the amount of such payment and (ii) Borrower shall be deemed to have immediately requested that Revolving Lenders make a Revolving Loan, which shall be a Base Rate Loan, in a principal amount equal to the amount of such payment (but solely to the extent Borrower shall have failed to directly reimburse Administrative Agent or, with respect to Lender Letters of Credit, the applicable LC Issuer, for the amount of such payment). Administrative Agent shall promptly notify Revolving Lenders of any such deemed request and each Revolving Lender (other than any such Revolving Lender that was a Non-Funding Revolving Lender at the time the applicable Supported Letter of Credit or Lender Letter of Credit was issued) hereby agrees to make available to Administrative Agent not later than noon (Chicago time) on the Business Day following such notification from Administrative Agent such Revolving Lender’s Pro Rata Share of such Revolving Loan (calculated to disregard any interest of any Non-Funding Revolving Lender in the Revolving Loans)Loan. Each Revolving Lender (other than any applicable Non-Funding Revolving Lender specified above) hereby absolutely and unconditionally agrees to fund such Revolving Lender’s Pro Rata Share of the Loan described in the immediately preceding sentence, unaffected by any circumstance whatsoever, including (without limitation) (iA) the occurrence and continuance of a Default or Event of Default, (iiB) the fact that, whether before or after giving effect to the making of any such Revolving Loan, the Revolving Loan Outstandings exceed or will exceed the Revolving Loan Limit and/or (iiiC) the non-satisfaction of any conditions set forth in Section 8.38.2. Administrative Agent hereby agrees to apply the gross proceeds of each Revolving Loan deemed made pursuant to this Section 2.5(c2.14(c) in satisfaction of Borrower’s reimbursement obligations arising pursuant to this Section 2.5(c2.14(c). Borrower shall pay interest, on demand, on all amounts so paid by Administrative Agent for each day until Borrower reimburses Administrative Agent therefor at a rate per annum equal to the then current interest rate applicable to Revolving Loans (which are Base Rate Loans) for such day.

Reimbursement Obligations of Borrower. If either (x) Administrative Agent shall make a payment to an LC Issuer pursuant to a Support Agreement, or (y) any Lender shall honor any draw request under, and make notify Administrative Agent that it has made payment in respect of, of a Lender Letter of Credit, (i) Borrower shall promptly reimburse Administrative Agent or such Lender, as applicable, for the amount of such payment and (ii) Borrower shall be deemed to have immediately requested that Revolving Lenders make a Revolving Loan, which shall be a Base Rate Loan, in a principal amount equal to the amount of such payment (but solely to the extent Borrower shall have failed to directly reimburse Administrative Agent or, with respect to Lender Letters of Credit, the applicable LC Issuer, for the amount of such payment). Administrative Agent shall promptly notify Revolving Lenders of any such deemed request and each Revolving Lender (other than any such Revolving Lender that was a Non-Funding Revolving Lender at the time the applicable Supported Letter of Credit or Lender Letter of Credit was issued) hereby agrees to make available to Administrative Agent not later than noon (Chicago Central time) on the Business Day following such notification from Administrative Agent such Revolving Lender’s Pro Rata Share of such Revolving Loan (calculated to disregard any interest of any Non-Funding Revolving Lender in the Revolving Loans)Loan. Each Revolving Lender (other than any applicable Non-Funding Revolving Lender specified above) hereby absolutely and unconditionally agrees to fund such Revolving Lender’s Pro Rata Share of the Loan described in the immediately preceding sentence, unaffected by any circumstance whatsoever, including (without limitation) (iA) the occurrence and continuance of a Default or Event of Default, (iiB) the fact that, whether before or after giving effect to the making of any such Revolving Loan, the Revolving Loan Outstandings exceed or will exceed the Revolving Loan Limit and/or (iiiC) the non-satisfaction of any conditions set forth in Section 8.38.2. Administrative Agent hereby agrees to apply the gross proceeds of each Revolving Loan deemed made pursuant to this Section 2.5(c2.9(c) in satisfaction of Borrower’s reimbursement obligations arising pursuant to this Section 2.5(c2.9(c). Borrower shall pay interest, on demand, on all amounts so paid by Administrative Agent for each day until Borrower reimburses Administrative Agent therefor at a rate per annum equal to the then current interest rate applicable to Revolving Loans (which are Base Rate Loans) for such day.