Common use of Reimbursement Obligations Clause in Contracts

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally applicable Borrower’s obligation to reimburse LC Disbursements shall be absolute, unconditional and irrevocably irrevocable, and each Borrower agrees to reimburse pay to the Issuing Lender for each payment applicable Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to such Issuer under or disbursement made by the Issuing Lender under in connection with any Facility Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case issued on the date that such payment or disbursement is made. Any amount not reimbursed on the date behalf of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company thereforBorrower immediately when due, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence irrespective of any claim, set-off, defense or other right which that such Borrower, the Company or any Subsidiary may have at any time against any Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Party Documents; (ii) the existence of any claim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit, Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agentany Issuer, the Issuing any Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan DocumentFacility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction transactions between any Loan Party Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit); (iii) any draft, (c) certificate or any other document presented under the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Facility Letter of Credit, even if such document should later prove Credit proving to have been be forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been being untrue or inaccurate in any respect, or ; (div) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting of any of the Loan Documents; (v) the occurrence of any Default or Unmatured Default; (vi) payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, no action that might, but for the provisions of this Section 2.15.4, constitute a legal or omission whatsoever equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. (b) The applicable Issuer shall promptly notify the applicable Borrower of any draw under a Facility Letter of Credit (any such draw, an “LC Disbursement”). Such Borrower shall reimburse such LC Disbursement in the currency of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 P.M., Chicago time, on the Business Day immediately following the day that such Borrower receives such notice; provided that a Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed, if applicable given the currency of the LC Disbursement, with a Revolving Credit Loan or Swing Loan in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Loan or Swing Loan. Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Available Foreign Currency, at the correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such currency in the country of issue of such currency, as reasonably determined by the Administrative Agent or any Agent. In addition to its other rights, the Issuers shall also have all rights for indemnification and reimbursement as each Lender (excluding any Lender in its capacity as the Issuing Lender) is entitled under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Personthis Agreement.

Reimbursement Obligations. (ai) The Company Borrower hereby unconditionally and irrevocably agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Issuing Lender payment office of such LC Issuer, for each payment or disbursement made by the Issuing Lender under any Unpaid Drawing with respect to any Letter of Credit honoring within one Business Day after such LC Issuer notifies the Borrower (or any demand such other LC Obligor for payment made by the beneficiary thereunder, in each case on the date that whose account such Letter of Credit was issued) of such payment or disbursement is made. Any (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in U.S. Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (Local Time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement shall bear interest disbursement, from and including the date of such payment paid or disbursement disbursed to but not including the date that the Issuing Lender such LC Issuer is reimbursed by the Company therefor, payable on demand, therefor at a rate per annum equal that shall be the rate then applicable to the Base Rate from time Revolving Loans pursuant to time in effect plus the Base Rate Margin from time to time in effect plusSection 2.11(a) that are Eurodollar Loans or, beginning on the third if not reimbursed within one Business Day after receipt such notice, at the Default Rate, any such interest also to be payable on demand. If by 12:00 noon Local Time on the Business Day immediately following notice to it of notice from its obligation to make reimbursement in respect of an Unpaid Drawing, the Issuing Lender Borrower has not made such reimbursement out of their available cash on hand or a contemporaneous Borrowing hereunder (if such payment or disbursementBorrowing is otherwise available to the Borrower), 2%. The Issuing Lender shall notify (x) the Company Borrower will be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender shall promptly give notice to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders of such deemed Notice of Borrowing, and such deemed Notice of Borrowing is not required to comply with the requirements specified in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of CreditSection 2.08), (cy) the validityLenders shall make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), sufficiency or genuineness and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any document which excess proceeds to be made available to the Issuing Lender has determined complies on its face applicable Borrower in accordance with the terms applicable provisions of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Personthis Agreement.

Reimbursement Obligations. (ai) The Company Borrower hereby unconditionally and irrevocably agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Issuing Lender payment office of such LC Issuer, for each payment or disbursement made by the Issuing Lender under any Unreimbursed Drawing with respect to any Letter of Credit honoring immediately after, and in any demand for payment made by the beneficiary thereunder, in each case event on the date that on which, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Letter of Credit is madedenominated, with interest on the amount so paid or disbursed by such LC Issuer. Any The Borrower will be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in an aggregate Dollar Equivalent principal amount sufficient to reimburse such Unreimbursed Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unreimbursed Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement. To the extent such Unreimbursed Drawing is not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, interest on such Unreimbursed Drawing shall accrue, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement shall bear because the Aggregate Revolving Facility Exposure exceeds the Revolving Commitment, then at the Default Rate, any such interest from the date of such payment or disbursement also to the date that the Issuing Lender is reimbursed by the Company therefor, be payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (athe “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Company Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Issuing Lender Agent for the amount of each demand for payment under such Letter of Credit on or disbursement prior to the date on which payment is to be made by the Issuing Lender under Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit honoring denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any demand such requirement for payment made by reimbursement in Dollars, the beneficiary thereunder, in each case on Borrower shall have notified the date that such payment or disbursement is made. Any amount not reimbursed on Agent promptly following receipt of the date notice of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date drawing that the Issuing Lender is reimbursed by Borrower will reimburse the Company thereforAgent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender Agent shall notify the Company and Borrower of the Administrative Agent whenever any demand for payment is made under any Letter Dollar Equivalent of Credit the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the beneficiary thereunder; provided that Agent of any payment in respect of any Reimbursement Obligation, the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect promptly pay to each Revolving Credit Lender that has acquired a participation therein under the rights second sentence of the Issuing Lender Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or the Lenders in any manner whatsoeverAlternative Currency Revolving Commitment Percentage, as applicable, of such payment. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company A. Borrower hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Issuing Lender shall promptly notify Borrower and Comerica whenever any demand for payment is made under any Letter of Credit; provided, that the failure of Issuing Lender to so notify Borrower shall not affect the rights of Issuing Lender or Lenders in any manner whatsoever Any amount not reimbursed on the date of such payment or disbursement (whether or not through the extension of an Advance pursuant to Section 2.1 (b)(iv)) shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company Borrower therefor, payable on demand, at a the interest rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Advances made by Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoeverLender. (b) The CompanyB. Borrower’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (ai) any lack of validity or enforceability of any Letter of Credit, any Application, this Agreement or any other Loan Document, (bii) the existence of any claim, set-set off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, any Application, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party Lender and the beneficiary named in any Letter of Credit), (ciii) the validity, sufficiency or genuineness of any document which the Issuing Lender (or, as applicable, the issuer of any underlying letter of credit) has determined complies on its face with the terms of the applicable Letter of CreditCredit (or, if applicable, underlying letter of credit), even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (div) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting , (v) any failure, omission, delay or lack on the foregoingpart of Issuing Lender, no action or omission whatsoever by the Administrative Agent any Lender or any Lender (excluding party to any Lender in its capacity as of the Issuing Lender) under or in connection with any documents related to the applicable Letter of Credit to enforce, assert or exercise any right, power or remedy conferred upon Issuing Lender, any Lender or any related matters shall result in such party under this Agreement, any liability of the Administrative Agent other Loan documents or any Lender of the documents related to the Companyapplicable Letter of Credit, or relieve any other acts or omissions on the Company part of Issuing Lender, any of its obligations hereunder to Lender or any such Personparty (vi) payment under a Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit and (vii) any other event or circumstance whether or not similar to the foregoing including any other circumstance that might otherwise constitute a defense available to, of a discharge of, the Borrower or any Lender, except to the extent such reimbursement obligations result from the gross negligence or willful misconduct of Issuing Lender or any Lender.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the each Issuing Lender for each payment or disbursement made by the such Issuing Lender under any Letter of Credit issued by such Issuing Lender honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the such Issuing Lender is reimbursed by the Company thereforfor such amount, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the such Issuing Lender of such payment or disbursement, 2%. The applicable Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit issued by such Issuing Lender by the beneficiary thereunder; provided that the failure of the such Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the such Issuing Lender or the Lenders in any manner whatsoever. (b) . The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (ai) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (bii) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the an Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (ciii) the validity, sufficiency or genuineness of any document which the an Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (div) the surrender or impairment of any security for the performance or observance of any of the terms hereofhereof or (v) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Company’s obligations hereunder. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the an Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, therefor at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning (plus the default rate of interest set forth in Section 4.1 to the extent an Event of Default exists). If any reimbursement obligation is not paid on the third Business Day after receipt of notice from day a payment or disbursement is made by the Issuing Lender under a Letter of Credit, the Company hereby authorizes and directs the Administrative Agent to increase the principal balance of the Revolving Loan as a Base Rate Loan in an amount equal to such payment or disbursementdisbursement made by the Issuing Lender with respect to such Letter of Credit, 2%except that if Revolving Loans are not available at such time as a result of the existence of an Event of Default or otherwise, the reimbursement obligation (including all interest accrued thereon) shall be payable on demand. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally If Shareholder has actual knowledge or is notified by the Collateral Agent that Indemnifiable Taxes have been imposed with respect to any Exchange Property (including any distribution with respect thereto), Shareholder shall, within five (5) Business Days, (x) in the case of any Indemnifiable Taxes in respect of any Excess Cash Dividends, pay, or cause to be paid, to Purchaser such additional amounts as will be necessary in order that the amount available to be paid by Purchaser under the Trust Securities is no less than the amount that would have been so available in the absence of any Indemnifiable Taxes and irrevocably agrees (y) in the case of any other Indemnifiable Taxes, pledge, or cause to reimburse be pledged, to the Issuing Lender Collateral Agent such additional amounts as will be necessary in order that the amount of Collateral (net of such Indemnifiable Taxes) equals the Required Pledged Assets. Without duplication of the foregoing, if Mexico, or any other jurisdiction in which Shareholder is organized, resident or doing business for each tax purposes, imposes Indemnifiable Taxes on payments to or by Purchaser in respect of Excess Cash Dividends pursuant to the second paragraph of Section 6.1(d), Shareholder shall, within five (5) Business Days after Shareholder obtains actual knowledge or is notified by Purchaser that such a payment will be made, pay, or cause to be paid, to Purchaser such additional amounts as will be necessary in order that the amount receivable by a holder or beneficial owner of Trust Securities is no less than the amount that would have been so received in the absence of such Indemnifiable Taxes. Shareholder may satisfy any payment obligation under the second paragraph of Section 6.1(d) or this Section 6.7(a), in whole or in part, by instructing the Collateral Agent to release from the Collateral and deliver to Purchaser any assets that Shareholder would be entitled to have released from the Collateral under Section 5.6 of the Collateral Agreement were it to satisfy the obligation by making a payment of cash. Any payment or disbursement made by the Issuing Lender under pledge obligation described in this Section 6.7(a) (except for any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date obligation in respect of such payment or disbursement Excess Quarterly Dividends) shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at constitute a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%“Reimbursement Obligation”. The Issuing Lender shall notify the Company and the Administrative Agent whenever foregoing obligations will survive any demand for payment is made under any Letter termination or discharge of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company this Agreement or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoeverTrust Securities. (b) The Company’s reimbursement obligations hereunder shall Shareholder will pay, or cause to be irrevocable paid, any Documentary Taxes imposed by any Relevant Jurisdiction on the receipt of Shares or other Exchange Property by Purchaser and unconditional under all circumstances, including holders and beneficial owners of the Trust Securities and (awhere applicable) any lack of validity or enforceability reimburse Purchaser as an additional amount for the payment of any Letter Documentary Taxes as a result of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection otherwise with any Letter of Credit, this Agreement, any other Loan Document, respect to the transactions contemplated herein hereunder. Purchaser will use commercially reasonable efforts to cooperate with Shareholder to pay, reduce or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to eliminate any such PersonDocumentary Taxes.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees In the event of any drawing under a Letter of Credit, the Issuing Lender shall promptly notify the Borrower who shall immediately reimburse the amount to the Issuing Lender in same day funds. In the event that the Borrower fails to reimburse the Issuing Lender for each payment or disbursement made by immediately upon a drawing and fails to provide a Notice of Borrowing with a different option, the Issuing Lender under any Letter of Credit honoring any demand for payment made by Borrower shall be deemed to have requested from the beneficiary thereunder, in each case Agent a Canadian Prime Rate Advance on the date that such payment or disbursement is made. Any and in the amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender drawing, the proceeds of which will be used to so notify satisfy the Company or the Administrative Agent shall not affect the rights reimbursement obligations of the Issuing Lender or Borrower to the Lenders in any manner whatsoever. (b) respect of the drawing. The Company’s reimbursement obligations of the Borrower hereunder shall be absolute, unconditional and irrevocable and unconditional shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances, including (a) circumstances whatsoever and irrespective of: 4.3.3.1 any lack of validity or enforceability of any Letter of Credit, Credit or this Agreement or any other Loan Document, (b) term or provision therein or herein; 4.3.3.2 the existence of any claim, set-off, defense compensation, defence or other right which that the Borrower, any Loan Party Guarantor or other member of the VL Group or any other Person may have at any time have against a the beneficiary named in a under any Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, the Agent, any Lender or any other Person, whether in connection with this Agreement or any other related or unrelated agreement or transaction; 4.3.3.3 any draft or other document presented under a Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove Credit proving to have been be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein shall have been being untrue or inaccurate in any respect, ; 4.3.3.4 any dispute between or (d) among the surrender or impairment members of the VL Group and any beneficiary of any security for Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the performance members of the VL Group against any beneficiary of such Letter of Credit or observance any such transferee; and 4.3.3.5 the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or any of the terms hereofrights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason. Without limiting The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions that result directly from the foregoing, no action intentional or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as gross fault of the Issuing Lender, as determined by a final judgment of a court of competent jurisdiction. In furtherance and extension and not in limitation of the specific provisions of this Section 4.3, (A) any action taken or omitted by the Issuing Lender or any of its respective correspondents under or in connection with any of the Letters of Credit, if taken or omitted in good faith and without gross or intentional fault, as determined by a final judgment of a court of competent jurisdiction, shall be binding upon the Borrower and shall not put the Issuing Lender or its respective correspondents under any resulting liability to the Borrower and (B) the Issuing Lender may, without gross or intentional fault as determined by a final judgment of a court of competent jurisdiction, accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit Credit, without responsibility for further investigation, regardless of any notice or any related matters shall result in any liability of the Administrative Agent or any Lender information to the Companycontrary (other than an injunction granted by a court of competent jurisdiction during the period for which such injunction is enforced), or relieve and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the Company terms of any such Letter of Credit, provided that the Issuing Lender shall have the right, in its obligations hereunder sole discretion, to any decline to accept such Persondocuments and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit.

Reimbursement Obligations. (a) The Company Borrower hereby unconditionally and irrevocably agrees to reimburse the each Issuing Lender for each payment or disbursement made by the such Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the applicable Issuing Lender is reimbursed by the Company Borrower therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the such Issuing Lender of such payment or disbursement, 2%. The Each Issuing Lender shall notify the Company Borrower and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the an Issuing Lender to so notify the Company Borrower or the Administrative Agent shall not affect the rights of the such Issuing Lender or the Lenders in any manner whatsoever. (b) The CompanyBorrower’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing LenderLenders, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the an Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the an Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the CompanyBorrower, or relieve the Company Borrower of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company Borrowers hereby unconditionally and irrevocably agrees agree to reimburse the each Issuing Lender for each payment or disbursement made by the such Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall will bear interest from the date of such that payment or disbursement to the date that the applicable Issuing Lender is reimbursed by the Company Borrowers therefor, payable on demand, at a rate per annum equal to the interest rate applicable to Revolving Loans that are Base Rate from time to time in effect Loans plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 22.00%. The Each Issuing Lender shall notify the Company Borrower Representative and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the an Issuing Lender to so notify the Company Borrower Representative or the Administrative Agent shall will not affect the rights of the any Issuing Lender or the Lenders any Lender in any manner whatsoever. (b) The Company’s Borrowers’ reimbursement obligations hereunder shall be under this Section 2.3.3 are irrevocable and unconditional under all circumstances, including (ai) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, ; (bii) the existence of any claim, set-off, defense defense, or other right which that any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lenders, any Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein by the Loan Documents, or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), ; (ciii) the validity, sufficiency sufficiency, or genuineness of any document which the that an Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such that document should later prove proves to have been forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein shall have been later proves to be untrue or inaccurate in any respect, ; or (div) the surrender or impairment of any security for the performance or observance of any of the terms hereofof this Agreement. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the an Issuing Lender) under or in connection with any Letter of Credit or any related matters shall will result in any liability of the Administrative Agent or any Lender to the Companyany Borrower, or relieve the Company any Borrower of any of its obligations hereunder under this Agreement to any such Person.

Reimbursement Obligations. The Borrowers shall reimburse the Agents and each Co-Collateral Agent for all Extraordinary Expenses. Without duplication, the Borrowers shall also reimburse the Agents for all reasonable legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) The Company negotiation, preparation, execution and delivery of any Loan Documents, including any amendment or other modification thereof (whether or not the transactions contemplated hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement thereby shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunderbe consummated); provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable administration of and unconditional under all circumstancesactions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the Applicable Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; (ac) all reasonable out-of-pocket expenses incurred by any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether Bank in connection with any Letter the issuance, amendment, renewal or extension of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters demand for payment thereunder; and (d) subject to the limits of Sections 10.1.1(b) and (c), each inspection, audit or appraisal with respect to any Loan Party or Collateral, whether prepared by the Applicable Agent’s personnel or a third party. The Borrowers shall result also reimburse the Agents, the Co-Collateral Agents and the Lenders for all reasonable costs and expenses incurred by them (whether during an Event of Default or otherwise) in connection with the enforcement or preservation of any liability rights under this Agreement or any of the Administrative other Loan Documents (including during any workout, restructuring or negotiations in respect of Loans, Letters of Credit, Loan Documents or the transactions contemplated thereby). The Borrowers shall also reimburse each Co-Collateral Agent for all reasonable and documented legal fees of one outside counsel incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment, waiver, consent, supplement, restatement or other modification thereof or thereto; and (b) administration and enforcement of and actions relating to any Collateral, Loan Documents, and transactions contemplated thereby. All amounts reimbursable by the Borrowers under this Section 3.4 shall constitute Obligations secured by the Collateral and shall be payable within twenty Business Days after presentation by any Agent or any Lender Co-Collateral Agent to the Company, or relieve the Company Borrowers of any a reasonably detailed itemization of its obligations hereunder to any such Personamounts.

Reimbursement Obligations. Each Borrower shall reimburse the Agent for all Extraordinary Expenses incurred by the Agent in reference to such Borrower or its related Loan Party Group Obligations or Collateral of its related Loan Party Group. In addition to such Extraordinary Expenses, such Borrower shall also reimburse the Agent for all legal, accounting, appraisal, consulting, and other documented fees, costs and expenses, without duplication, incurred by it in connection with (a) The Company hereby unconditionally negotiation and irrevocably agrees to reimburse the Issuing Lender for each payment preparation of any Loan Documents, including any amendment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunderother modification thereof; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable administration of and unconditional under all circumstancesactions relating to any Collateral for its Obligations, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the Agent’s Liens on any such Collateral, to maintain any insurance required hereunder or to verify such Collateral; and (ac) any lack of validity each inspection, audit or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which appraisal with respect to any Loan Party within such Borrower’s related Loan Party Group or Collateral securing such Loan Party Group’s Obligations, whether prepared by the Agent’s personnel or a third party. All reasonable legal, accounting and consulting fees and expenses incurred by Agent Professionals in reference to a Borrower’s related Loan Party Group or its related Loan Party Group Obligations or Collateral of such Borrower’s related Loan Party Group shall be charged to such Borrower at the actual rate charged by such Agent Professionals. The Borrowers acknowledge that counsel may have at any time against provide the Agent with a beneficiary named in benefit, such as a Letter of Creditdiscount, any transferee of any Letter of Credit (credit or any Person for whom any such transferee may be acting)other accommodation, based on counsel’s overall relationship with the Administrative Agent, including fees paid hereunder. In addition to the Issuing LenderExtraordinary Expenses of the Agent, after the occurrence and during the continuance of an Event of Default, each Borrower shall reimburse the Lenders for any Lender reasonable out-of-pocket expenses incurred by such Lenders in reference to such Borrower or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any its related Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency Group Obligations or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any Collateral of its obligations hereunder related Loan Party Group, provided that such Lenders shall be entitled to any such Person.reimbursement for no 83

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, two percent (2%). The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined in good faith complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company Borrower hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Issuing Lender shall promptly notify Borrower and Agent whenever any demand for payment is made under any Letter of Credit; provided, that the failure of Issuing Lender to so notify Borrower shall not affect the rights of Issuing Lender or Lenders in any manner whatsoever. Any amount not reimbursed on the date of such payment or disbursement (whether or not through the making of a Loan pursuant to Section 2.3.4) shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company Borrower therefor, payable on demand, at a the interest rate per annum equal to the Base Rate from time to time in effect plus the for Revolving Loans which are Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoeverLoans. (b) The CompanyBorrower’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (ai) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (bii) the existence of any claim, set-off, defense or other right which Borrower or any Loan Party other Person may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between Borrower or any Loan Party other Person and the beneficiary named in any Letter of Credit), (ciii) the validity, sufficiency or genuineness of any document which the Issuing Lender (or, as applicable, the issuer of any underlying letter of credit) has determined complies on its face with the terms of the applicable Letter of CreditCredit (or, if applicable, underlying letter of credit), even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (div) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s 's reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably Borrower agrees to reimburse pay to the Issuing Lender for Issuer of a Letter of Credit (i) on each payment or disbursement made date that any amount is drawn under each Letter of Credit (or, if any draw is paid by the Issuing Lender Issuer after 3:00 p.m. (New York time) on such date, on the next succeeding Business Day) a sum (and interest on such sum as provided in clause (ii) below) equal to the amount so drawn plus all other charges and expenses with respect thereto specified in Section 2.9 or in the applicable Reimbursement Agreement and (ii) interest on any and all amounts remaining unpaid under this Section 2.4 until payment in full at the rate per annum, computed for actual days elapsed based on a 365 or 366 day year, as applicable, equal to (A) the Alternate Base Rate plus the Applicable Margin for such day for the first two days following the due date of any Reimbursement Obligations and (B) the Alternate Base Rate plus the Applicable Margin for such day plus 2% per annum thereafter. The Borrower agrees to pay to the Issuer the amount of all Reimbursement Obligations owing in respect of any Letter of Credit honoring any demand for payment made by the beneficiary thereunderimmediately when due, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including including, without limitation, any of the following circumstances: (aw) any lack of validity or enforceability of any Letter of Credit, this Agreement or any of the other Loan DocumentFacility Documents, (bx) the existence of any claim, set-off, defense or other right which any Loan Party the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party the Borrower and the beneficiary named in any Letter of Credit), (cy) the validity, sufficiency or genuineness of any document which the Issuing Lender Issuer has determined in good faith complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, respect or (dz) the surrender or impairment of any security for the performance or observance of any of the terms hereof. (b) Notwithstanding any provisions to the contrary in any Reimbursement Agreement, the Borrower agrees to reimburse the Issuer for amounts which the Issuer pays under such Letter of Credit no later than the time specified in this Agreement. Without limiting If the foregoingBorrower does not pay any such Reimbursement Obligations when due at any time prior the Letter of Credit Termination Date, such Reimbursement Obligations, if in Pounds, shall be deemed to have been converted into the equivalent amount of Dollars on the date due based upon the spot rate of exchange between Dollars and Pounds as determined by the Agent on the Reuters WRLD Page as of the time of determination on such date. In the event that such rate does not appear on any Reuters WRLD Page, the exchange rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Agent and the Borrower, or, in the absence of such an agreement, such exchange rate shall instead be the arithmetic average of the spot rates of exchange of the Agent in London at or about such time between Dollars and Pounds for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no action or omission whatsoever by such spot rate is being quoted, the Administrative Agent or may use any Lender reasonable method it deems appropriate to determine such rate and such determination shall be presumed correct absent manifest error. (excluding any Lender in its capacity as c) If the Issuing Lender) under or in connection with Issuer makes a payment on account of any Letter of Credit and is not concurrently reimbursed therefor by the Borrower, then as promptly as practical during normal banking hours on the date of its receipt of such notice or, if not practicable on such date, not later than noon (New York time) on the Business Day immediately succeeding such date of notification, each Lender shall deliver to the Agent for the account of the Issuer, in immediately available funds, the purchase price for such Lender’s interest in such unreimbursed Reimbursement Obligations, which shall be an amount equal to such Lender’s pro-rata share of such payment. Each Lender shall, upon demand by the Issuer, pay the Issuer interest on such Lender’s pro-rata share of such draw from the date of payment by the Issuer on account of such Letter of Credit until the date of delivery of such funds to the Issuer by such Lender at a rate per annum, computed for actual days elapsed based on a 360-day year, equal to the Federal Funds Effective Rate on the amount of the unreimbursed Reimbursement Obligations, if in Dollars, or the equivalent amount of Dollars calculated in the manner provided in paragraph (b), if in Pounds, for such period; provided, that such payments shall be made by the Lenders only in the event and to the extent that the Issuer is not reimbursed in full by the Borrower for interest on the amount of any draw on the Letters of Credit. (d) At any time after the Issuer has made a payment on account of any Letter of Credit and has received from any other Lender such Lender’s pro-rata share of such payment, such Issuer shall, forthwith upon its receipt of any reimbursement (in whole or in part) by the Borrower for such payment, or of any other amount from the Borrower or any related matters shall result other Person in respect of such payment (including, without limitation, any liability payment of interest or penalty fees and any payment under any collateral account agreement of the Administrative Agent Borrower or any Facility Document but excluding any transfer of funds from any other Lender pursuant to Section 2.4(c)), transfer to such other Lender such other Lender’s ratable share of such reimbursement or other amount; provided, that interest shall accrue for the benefit of such Lender from the time such Issuer has made a payment on account of any Letter of Credit; provided, further, that in the event that the receipt by the Issuer of such reimbursement or other amount is found to have been a transfer in fraud of creditors or a preferential payment under the United States Bankruptcy Code or is otherwise required to be returned, such Lender shall promptly return to the CompanyIssuer any portion thereof previously transferred by the Issuer to such Lender, or relieve but without interest to the Company extent that interest is not payable by the Issuer in connection therewith. (e) All payments in respect of any of its obligations hereunder to any such PersonReimbursement Obligations shall be in Dollars.

Reimbursement Obligations. (a) The Company Applicant hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each Bank forthwith upon demand in an amount equal to any payment or disbursement made by the Issuing Lender Bank under any Letter of Credit honoring or any demand for payment made time draft issued pursuant thereto, together with interest on the amount so paid or disbursed by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on Bank from and including the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to but not including the date that the Issuing Lender Bank is reimbursed by the Company therefor, payable on demand, Applicant at a rate per annum equal to the Base Prime Rate from time to time in effect plus 2% (or, if less, the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%maximum rate permitted by applicable law). The Issuing Lender shall notify obligation of the Company Applicant to reimburse the Bank under this Section 3 for payments and disbursements made by the Administrative Agent whenever any demand for payment is made Bank under any Letter of Credit by or any time draft issued pursuant thereto shall be absolute and unconditional under any and all circumstances, including, without limitation, the beneficiary thereunder; provided that the following: (a) any failure of any Item presented under such Letter of Credit to strictly comply with the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights terms of the Issuing Lender or the Lenders in any manner whatsoever.such Letter of Credit; (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstancesthe legality, including (a) any lack of validity validity, regularity or enforceability of any such Letter of Credit, this Agreement Credit or of any other Loan Document, Item presented thereunder; (bc) any defense based on the identity of the transferee of such Letter of Credit or the sufficiency of the transfer if such Letter of Credit is transferable; (d) the existence of any claim, set-off, defense or other right which any Loan Party that the Applicant may have at any time against a any beneficiary named in a or transferee of such Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender Bank or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein hereby or any unrelated transactions transaction; (including e) any underlying transaction between any Loan Party and the beneficiary named in any Item presented under such Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove Credit proving to have been be forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been being untrue or inaccurate in any respect; (f) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft; (g) waiver by the Bank of any requirement that exists for the Bank’s protection and not the protection of the Applicant or any waiver by the Bank which does not in fact materially prejudice the Applicant; (h) any payment made by the Bank in respect of an Item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if payment after such date is authorized by the ISP, the UCC or the UCP, as applicable; or (di) the surrender any other circumstance or impairment of any security for the performance happening whatsoever, whether or observance of not similar to any of the terms hereof. Without limiting foregoing; provided that the foregoing, no action Applicant shall not be obligated to reimburse the Bank for any wrongful payment or omission whatsoever disbursement made by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) Bank under or in connection with any Letter of Credit as a result of any act or any related matters shall result in any liability omission constituting gross negligence or willful misconduct on the part of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such PersonBank.

Reimbursement Obligations. (ai) The Company Borrower hereby unconditionally and irrevocably agrees to reimburse the each Issuing Lender for each payment or disbursement made by the such Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the applicable Issuing Lender is reimbursed by the Company Borrower therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the such Issuing Lender of such payment or disbursement, 2%. The Each Issuing Lender shall notify the Company Borrower and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the an Issuing Lender to so notify the Company Borrower or the Administrative Agent shall not affect the rights of the such Issuing Lender or the Lenders in any manner whatsoever. (bii) The CompanyBorrower’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing LenderLenders, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the an Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the an Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the CompanyBorrower, or relieve the Company Borrower of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company Co-Borrowers hereby unconditionally and irrevocably agrees agree to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company Co-Borrowers therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company Co-Borrowers and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company Co-Borrowers or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s Co-Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has in good faith determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the CompanyCo-Borrowers, or relieve the Company Co-Borrowers of any of its their obligations hereunder to any such Person. (c) Notwithstanding anything in this Section 2.3 to the contrary, the Co-Borrowers may have a claim against the Issuing Lender and the Issuing Lender may be liable to the Co-Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Co-Borrowers which the Co-Borrowers prove were caused by the Issuing Lender’s willful misconduct or gross negligence or the willful failure to pay under any Letter of Credit after the presentation to the Issuing Lender by the beneficiary of a sight draft and certificate strictly complying with the terms and conditions of a Letter of Credit.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees In the event of any drawing under a Letter of Credit, the Issuing Lender shall promptly notify the Borrower who shall immediately reimburse the amount drawn to the Issuing Lender in same day funds. In the event that the Borrower fails to reimburse the Issuing Lender for each payment or disbursement made by after such notification and fails to provide a Notice of Borrowing with a different option, the Issuing Lender under any Borrower shall be deemed to have requested from, and given notice to, the Agent of a Prime Rate Advance, if the Letter of Credit honoring is payable in Canadian Dollars, or a US Base Rate Advance, if the Letter of Credit is payable in US Dollars or Euros (with any demand for payment made by drawing under a Letter of Credit payable in Euros being converted into US Dollars in accordance with the beneficiary thereunderprovisions hereof), in each case on the date that such payment or disbursement is made. Any and in the amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender drawing, the proceeds of which will be used to so notify satisfy the Company or the Administrative Agent shall not affect the rights reimbursement obligations of the Issuing Lender or Borrower to the Lenders in any manner whatsoever. (b) respect of the drawing under such Letter of Credit. The Company’s reimbursement obligations of the Borrower hereunder shall be absolute, unconditional and irrevocable and unconditional shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances, including (a) circumstances whatsoever and irrespective of: 3.3.5.1 any lack of validity or enforceability of any Letter of Credit, Credit or this Agreement or any other Loan Document, (b) term or provision therein or herein; 3.3.5.2 the existence of any claim, set-off, defense compensation, defence or other right which that the Borrower, any Loan Party other Obligor or any other Person may have at any time have against a the beneficiary named in a under any Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, the Agent, any Lender or any other Person, whether in connection with this Agreement or any other related or unrelated agreement or transaction; 3.3.5.3 any draft or other document presented under a Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove Credit proving to have been be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein shall have been being untrue or inaccurate in any respect, ; 3.3.5.4 any dispute between or (d) among the surrender or impairment Obligors and any beneficiary of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in other party to which such Letter of Credit may be transferred or any liability claims whatsoever of the Administrative Agent Obligors against any beneficiary of such Letter of Credit or any Lender to such transferee; 3.3.5.5 the Company, validity or relieve the Company sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of its Credit or any of the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; and 3.3.5.6 the occurrence of any event including the commencement of legal proceedings to prohibit payment by the Issuing Lender of a Letter of Credit. The obligations of the Borrower hereunder with respect to Letters of Credit shall remain in full force and effect and shall apply to any such Personamendment to or extension of the expiration date of any Letter of Credit.

Reimbursement Obligations. (a) Upon an Issuing Lender’s determination that documents presented by the Letter of Credit beneficiary or transferee thereof for payment under a Letter of Credit are in compliance with the terms and conditions thereof, the applicable Issuing Lender will promptly notify the Company and the Administrative Agent that compliant documents have been received and informing them of the Honor Date. The Company hereby unconditionally shall (or, if the applicable Letter of Credit was issued jointly for the account of the Company and irrevocably agrees to a Subsidiary or for the account of a Subsidiary, shall cause such Subsidiary to) reimburse the applicable Issuing Lender for through the Administrative Agent prior to 11:00 a.m. (Local Time) on each payment or disbursement made date that any amount is paid by the such Issuing Lender under any Letter of Credit honoring any demand for payment made (each such date, an “Honor Date”); provided that if the Company does not receive notice of the amount paid by the beneficiary thereunderapplicable Issuing Lender prior to 10:00 a.m. (Local Time) on such Honor Date, the Company shall (or shall cause the applicable Subsidiary to) reimburse such Issuing Lender, in each case the same currency as was paid by such Issuing Lender or, at the Company’s option, in an amount in Dollars equal to the Dollar Equivalent of the amount so paid by such Issuing Lender, not later than 10:00 a.m. (Local Time) on the Business Day immediately following the date that on which the Company receives notice of the amount so paid by such payment or disbursement is made. Any amount not reimbursed on Issuing Lender (and such reimbursement shall include interest for the period from the Honor Date to the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, reimbursement at a rate per annum equal to the Base Rate from time to time in effect plus (or such other rate as the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of Company and such payment or disbursement, 2%. The Issuing Lender shall notify agree) on the Dollar Equivalent of the amount so reimbursed). If the Company (or if the applicable Letter of Credit was issued jointly for the account of the Company and a Subsidiary, the Administrative Agent whenever Company or such Subsidiary) fails to reimburse the applicable Issuing Lender for the full amount of any demand for payment is made drawing under any Letter of Credit by the beneficiary thereundertime specified in the previous sentence, at the option of the applicable Issuing Lender, the Administrative Agent will promptly notify each Facility A Revolving Lender thereof, and the Company shall be deemed to have requested that Base Rate Facility A Revolving Loans in an amount equal to the Dollar Equivalent of such unreimbursed amount be made by Facility A Revolving Lenders on the date the Administrative Agent provides such notice (or, if such notice is provided by the Administrative Agent after 11:00 a.m. (Local Time) on any Business Day, on the immediately following Business Day, subject to the amount of the unutilized portion of the Facility A Revolving Commitment and subject to the conditions set forth in Section 11.2). Any notice given by an Issuing Lender or the Administrative Agent pursuant to this Section 2.3.3 may be oral if immediately confirmed in writing (including by electronic communication); provided that the failure lack of the Issuing Lender to so notify the Company or the Administrative Agent such an immediate confirmation shall not affect the rights conclusiveness or binding effect of the Issuing Lender or the Lenders in any manner whatsoeversuch notice. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company Borrower hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date within 2 Business Days after Borrower has been notified that such payment or disbursement has been made. Issuing Lender shall promptly notify Borrower and Agent whenever any demand for payment is mademade under any Letter of Credit. Any amount not reimbursed on the date of such payment or disbursement (whether or not through the making of a Loan pursuant to Section 2.3.4) shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company Borrower therefor, payable on demand, at a the interest rate per annum equal to the Base Rate from time to time in effect plus the for Revolving Loans which are Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, Loans plus 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s Borrower's reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (ai) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (bii) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (ciii) the validity, sufficiency or genuineness of any document which the Issuing Lender (or, as applicable, the issuer of any underlying letter of credit) has determined complies on its face with the terms of the applicable Letter of CreditCredit (or, if applicable, underlying letter of credit), even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (div) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting None of the foregoing, no action or omission whatsoever however, shall constitute a waiver by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company Borrower of any of its obligations rights hereunder to any such Personor at law, or preclude independent action by Borrower on account of its rights.

Reimbursement Obligations. (a) The Company Borrowers hereby unconditionally and irrevocably agrees irrevocably, and jointly and severally, agree to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company Borrowers therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company Borrowers and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company Borrowers or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Companyany Borrower, or relieve the Company any Borrower of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) Upon an Issuing Lender’s determination that documents presented by the Letter of Credit beneficiary or transferee thereof for payment under a Letter of Credit are in compliance with the terms and conditions thereof, the applicable Issuing Lender will promptly notify the Company and the Administrative Agent that compliant documents have been received and informing them of the Honor Date. The Company hereby unconditionally shall (or, if the applicable Letter of Credit was issued jointly for the account of the Company and irrevocably agrees to a Subsidiary, shall cause such Subsidiary to) reimburse the applicable Issuing Lender for through the Administrative Agent prior to 11:00 a.m. (Local Time) on each payment or disbursement made date that any amount is paid by the such Issuing Lender under any Letter of Credit honoring any demand for payment made (each such date, an “Honor Date”); provided that if the Company does not receive notice of the amount paid by the beneficiary thereunderapplicable Issuing Lender prior to 10:00 a.m. (Local Time) on such Honor Date, the Company shall (or shall cause the applicable Subsidiary to) reimburse such Issuing Lender, in each case the same currency as was paid by such Issuing Lender or, at the Company’s option, in an amount in Dollars equal to the Dollar Equivalent of the amount so paid by such Issuing Lender, not later than 10:00 a.m. (Local Time) on the Business Day immediately following the date that on which the Company receives notice of the amount so paid by such payment or disbursement is made. Any amount not reimbursed on Issuing Lender (and such reimbursement shall include interest for the period from the Honor Date to the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, reimbursement at a rate per annum equal to the Base Rate from time to time in effect plus (or such other rate as the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of Company and such payment or disbursement, 2%. The Issuing Lender shall notify agree) on the Dollar Equivalent of the amount so reimbursed). If the Company (or if the applicable Letter of Credit was issued jointly for the account of the Company and a Subsidiary, the Administrative Agent whenever Company or such Subsidiary) fails to reimburse the applicable Issuing Lender for the full amount of any demand for payment is made drawing under any Letter of Credit by the beneficiary thereundertime specified in the previous sentence, at the option of the applicable Issuing Lender, the Administrative Agent will promptly notify each Revolving Lender thereof, and the Company shall be deemed to have requested that Base Rate Revolving Loans in an amount equal to the Dollar Equivalent of such unreimbursed amount be made by Revolving Lenders on the date the Administrative Agent provides such notice (or, if such notice is provided by the Administrative Agent after 11:00 a.m. (Local Time) on any Business Day, on the immediately following Business Day, subject to the amount of the unutilized portion of the Revolving Commitment and subject to the conditions set forth in Section 11.2). Any notice given by an Issuing Lender or the Administrative Agent pursuant to this Section 2.3.3 may be oral if immediately confirmed in writing (including by electronic communication); provided that the failure lack of the Issuing Lender to so notify the Company or the Administrative Agent such an immediate confirmation shall not affect the rights conclusiveness or binding effect of the Issuing Lender or the Lenders in any manner whatsoeversuch notice. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The In the case of a Letter of Credit denominated in an Alternative Currency, the Company hereby unconditionally and irrevocably agrees to shall reimburse the applicable Issuing Lender in such Alternative Currency, unless (A) such Issuing Lender (at its option) shall have notified the Company (either generally or with respect to a particular Letter of Credit) that such Issuing Lender will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the Company shall have notified such Issuing Lender promptly following receipt of the notice of drawing that the Company will reimburse such Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable Issuing Lender shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than (i) 11:00 a.m. on the date of any payment by an Issuing Lender under a Letter of Credit to be reimbursed in Dollars or (ii) the Applicable Time on the date of any payment by an Issuing Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), or (in each case) not later than the time specified above on the Business Day immediately following the Honor Date if the Company does not receive notice of the applicable payment by 10:00 a.m. on the Honor Date (in which case the Company shall pay interest on the amount of the applicable payment for the period from the Honor Date to the date such payment is due at a rate per annum equal to (x) in the case of a payment in Dollars, the rate applicable to Base Rate Loans, and (y) in any other case, the rate reasonably determined by the applicable Issuing Lender to be its cost of funds in the applicable currency for such period plus the Eurocurrency Margin), the Company shall reimburse such Issuing Lender through the Administrative Agent for each payment or disbursement made by the such Issuing Lender under any Letter of Credit issued for the account of the Parent, the Company or any Subsidiary of the Company honoring any demand for payment made by the beneficiary thereunder, in each case on . If the Company fails to reimburse the applicable Issuing Lender by the date that and time specified in the preceding sentence, the Administrative Agent shall promptly notify each Lender of the Dollar Equivalent amount of the unreimbursed drawing (the “Unreimbursed Amount”) and the amount of such payment or disbursement is madeLender’s Percentage thereof. In such event, the Company shall be deemed to have requested a borrowing of Revolving Loans to be disbursed on such date in an amount equal to such Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Commitment Amount and the conditions set forth in Section 11.2.1. Any amount Unreimbursed Amount not reimbursed on the date of such payment or disbursement required above shall bear interest from the date of such payment or disbursement Unreimbursed Amount was due to the date that the Issuing Lender such amount is reimbursed paid (by the Company therefor, payable on demand, making of Base Rate Loans or otherwise) at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the such Issuing Lender of such payment or disbursement, 2%. The applicable Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the such Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the such Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the each Issuing Lender for each payment or disbursement made by the such Issuing Lender under any Letter of Credit issued by such Issuing Lender honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the such Issuing Lender is reimbursed by the Company thereforfor such amount, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third (3rd) Business Day after receipt of notice from the such Issuing Lender of such payment or disbursement, 2%. The applicable Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit issued by such Issuing Lender by the beneficiary thereunder; provided that the failure of the such Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the such Issuing Lender or the Lenders in any manner whatsoever. (b) . The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (ai) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (bii) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the an Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (ciii) the validity, sufficiency or genuineness of any document which the an Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (div) the surrender or impairment of any security for the performance or observance of any of the terms hereofhereof or (v) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Company’s obligations hereunder. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the an Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. Each Borrower shall reimburse the Agent for all Extraordinary Expenses incurred by the Agent in reference to such Borrower or its related Loan Party Group Obligations or Collateral of its related Loan Party Group. In addition to such Extraordinary Expenses, such Borrower shall also reimburse the Agent for all legal, accounting, appraisal, consulting, and other documented fees, costs and expenses, without duplication, incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral for its Obligations, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the Agent’s Liens on any such Collateral, to maintain any insurance required hereunder or to verify such Collateral; and (c) each inspection, audit or appraisal with respect to any Loan Party within such Borrower’s related Loan Party Group or Collateral securing such Loan Party Group’s Obligations, whether prepared by the Agent’s personnel or a third party. All reasonable legal, accounting and consulting fees and expenses incurred by Agent Professionals in reference to a Borrower’s related Loan Party Group or its related Loan Party Group Obligations or Collateral of such Borrower’s related Loan Party Group shall be charged to such Borrower at the actual rate charged by such Agent Professionals. The Company hereby unconditionally Borrowers acknowledge that counsel may provide the Agent with a benefit, such as a discount, credit or other accommodation, based on counsel’s overall relationship with the Agent, including fees paid hereunder. In addition to the Extraordinary Expenses of the Agent, after the occurrence and irrevocably agrees to during the continuance of an Event of Default, each Borrower shall reimburse the Issuing Lender Lenders for each payment any reasonable out-of-pocket expenses incurred by such Lenders in reference to such Borrower or disbursement made by the Issuing Lender under any Letter its related Loan Party Group Obligations or Collateral of Credit honoring any demand for payment made by the beneficiary thereunderits related Loan Party Group, in each case on the date provided that such payment Lenders shall be entitled to reimbursement for no more than one counsel representing all such Lenders. If, for any reason (including inaccurate reporting on financial statements or disbursement a Compliance Certificate), it is made. Any amount not reimbursed on determined that a higher Applicable Margin should have applied to a period than was actually applied, then the date of such payment or disbursement proper margin shall bear interest from be applied retroactively and the date of such payment or disbursement Borrowers shall pay to the date that Agent, for the Issuing Lender is reimbursed by Pro Rata benefit of the Company thereforLenders, payable on demand, at a rate per annum an amount equal to the Base Rate from time to time in effect plus difference between the Base Rate Margin from time to time in effect plus, beginning on amount of interest and fees that would have accrued using the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company proper margin and the Administrative Agent whenever any demand for payment is made under any Letter of Credit amount actually paid. All amounts payable by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder Borrowers under this Section 3.4 shall be irrevocable due and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named payable in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection accordance with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such PersonSection 3.3.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest for the ratable account of the Issuing Lender and each Lender which has funded its Pro Rata Share of such payment or disbursement from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect effect, plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided provided, that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever, subject to the Company’s retention of its right to bring a claim to the extent it is prejudiced by such failure. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (ai) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (bii) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (ciii) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (div) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or If a disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment Bank is made under any Letter of Credit Credit, Borrower shall pay to Administrative Agent within two (2) Business Days after notice of any such disbursement is received by Borrower, the amount of each such disbursement made by the beneficiary thereunder; provided that Issuing Bank under the failure Letter of Credit (if such payment is not sooner effected as may be required under this Section 2.10 or under other provisions of the Issuing Lender Letter of Credit), together with interest on the amount disbursed from and including the date of disbursement until payment in full of such disbursed amount at a varying rate per annum equal to so notify (i) the Company or then applicable interest rate for Base Rate Loans through the Administrative Agent shall not affect second Business Day after notice of such disbursement is received by Borrower and (ii) thereafter, the rights Post Default Rate for Base Rate Loans (but in no event to exceed the Highest Lawful Rate) for the period from and including the third Business Day following the date of such disbursement to and including the Issuing Lender or the Lenders date of repayment in any manner whatsoever. (b) full of such disbursed amount. The Company’s reimbursement obligations hereunder of Borrower under this Agreement with respect to each Letter of Credit shall be absolute, unconditional and irrevocable and unconditional shall be paid or performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including, without limitation, but only to the fullest extent permitted by applicable law, the following circumstances, including : (ai) any lack of validity or enforceability of this Agreement, any Letter of CreditCredit or any of the Security Instruments; (ii) any amendment or waiver of (including any default), or any consent to departure from this Agreement (except to the extent permitted by any amendment or waiver), any Letter of Credit or any other Loan Document, of the Security Instruments; (biii) the existence of any claim, set-off, defense or other right rights which any Loan Party Borrower may have at any time against a the beneficiary named in a of any Letter of Credit, Credit or any transferee of any Letter of Credit (or any Person Persons for whom any such beneficiary or any such transferee may be acting), the Issuing Bank, Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, this Agreement, any other Loan Documentthe Security Instruments, the transactions contemplated herein hereby or any unrelated transactions transaction; (including iv) any underlying transaction between statement, certificate, draft, notice or any Loan Party and the beneficiary named in other document presented under any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove Credit proves to have been forged, fraudulent, insufficient or invalid or insufficient in any respect or any statement therein shall proves to have been untrue or inaccurate in any respect, or respect whatsoever; (dv) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever payment by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) Bank under or in connection with any Letter of Credit against presentation of a draft or certificate which appears on its face to comply, but does not comply, with the terms of such Letter of Credit; and (vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. Notwithstanding anything in this Agreement to the contrary, Borrower will not be liable for payment or performance that results from the gross negligence or willful misconduct of the Issuing Bank, except where Borrower or any related matters shall result in any liability of Subsidiary actually recovers the Administrative Agent proceeds for itself or any Lender to the Company, or relieve the Company Issuing Bank of any of its obligations hereunder to any payment made by the Issuing Bank in connection with such Persongross negligence or willful misconduct.

Reimbursement Obligations. (a) The Trust shall indemnify the Company hereby unconditionally in respect of all costs, expenses, losses and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made damages (including, except as limited by the Issuing Lender under any Letter Paragraph (c) below, fees and expenses of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed counsel and other litigation and settlement costs) when and as incurred by the Company thereforin connection with any Trust Claim or Indemnification Liability asserted against the Company, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of Company shall use its best efforts to cause such Trust Claim or Indemnification Liability to be redirected against the Issuing Lender to so notify Trust, as contemplated by and in accordance with the Company or Plan and the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoeverTrust Agreement. (b) The Company’s reimbursement obligations hereunder Company shall be irrevocable indemnify the Trust in respect of all costs, expenses, losses and unconditional under all circumstancesdamages (including, including except as limited by Paragraph (ac) any lack below, fees and expenses of validity or enforceability of any Letter of Credit, this Agreement or any counsel and other Loan Document, (blitigation and settlement costs) when and as incurred by the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether Trust in connection with any Letter obligations or liabilities of Credit, this the Debtors not assumed by the Trust pursuant to the Trust Agreement, any other Loan Document, obligations or liabilities imposed upon the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with Company by the terms of the applicable Letter of CreditPlan, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein challenge to the Plan. Except as provided in Section 2.2 of the Tax Matters Agreement, from and after the consummation of the closing under the Tax Matters Agreement, the Company shall have been untrue or inaccurate no further obligation to indemnify the Trust in any respect, or (d) the surrender or impairment respect of any security for the performance or observance of any Taxes, non-income taxes of the terms hereof. Without limiting the foregoingDesignated Settlement Fund, no action or omission whatsoever by the Administrative Agent or any Lender costs, expenses, losses and damages (excluding any Lender in its capacity as the Issuing Lender) under or including fees and expenses of counsel and other litigation and settlement costs), regardless of when incurred, in connection with any Letter Taxes and non-income taxes of Credit the Designated Settlement Fund imposed upon the Trust at any time. (c) Each party indemnified under the provisions of this Section 2.01, upon receipt of written notice of any claim or any related matters shall result the service of summons or other initial legal process upon it in any liability action instituted against it, in respect of which indemnity may be sought on account of any indemnity agreement contained in this Section 2.01, shall promptly give written notice of such claim, or the commencement of such action, or threat thereof, to the party from whom indemnity shall be sought hereunder. Such indemnifying party shall be entitled at its own expense to participate in the defense of such claim or action, or, if it shall elect, to assume such defense, in which event (i) such defense shall be conducted by counsel chosen by such indemnifying party, which counsel shall be satisfactory to the indemnified party against whom such claim is asserted or who is the defendant in such action, and (ii) such indemnified party may retain additional counsel provided that such indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party shall elect not to assume the defense of such claim or action, such indemnifying party will reimburse such indemnified party for the reasonable fees and expenses of any counsel retained by it, and shall be bound by the results obtained by the indemnified party; provided that no such claim or action shall be settled without the written consent of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Personindemnifying party.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees Co-Borrowers agree to reimburse the Issuing Lender for Agent on demand on each payment or disbursement made by date on which the Issuing Lender Agent notifies the Co-Borrowers of the date and amount of a draft presented under any Letter of Credit honoring any demand for payment made and paid by the beneficiary thereunderAgent for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the Agent in each case on the date that connection with such payment. Each such payment or disbursement is madeshall be made to the Agent at XXX Xxxxx, Xxxxxxxxx, Xxx Xxxx 00000 in lawful money of the United States of America and in immediately available funds. Any amount Each drawing under any Letter of Credit, to the extent not reimbursed by the Co-Borrowers on the date of such payment or disbursement drawing, shall bear interest from constitute a request by the Co-Borrowers to the Agent for a borrowing pursuant to Section 2.1 of a Revolving Credit Loan in the amount of such drawing the proceeds of which shall be applied by the Agent to such reimbursement obligation. The Borrowing Date with respect to such borrowing shall be the date of such payment or disbursement to drawing. Interest shall be payable on any and all amounts remaining unpaid by the Borrower under this subsection from the date that the Issuing Lender is reimbursed by the Company therefor, such amounts become payable on demand, until payment in full at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning which would be payable on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of outstanding Revolving Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoeverLoans which were then overdue. (b) The Company’s reimbursement obligations hereunder Co-Borrowers shall be irrevocable obligated, and unconditional under all circumstances, including (a) any lack of validity hereby unconditionally agree to reimburse the Agent on demand on the maturity date thereof or enforceability of any Letter of Credit, this Agreement on such earlier date as the Acceptance Obligations shall become or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate declared due and payable in any respectan amount equal to the face amount of each Acceptance created by the Agent hereunder. Each such payment shall be made to the Agent at XXX Xxxxx, or (d) the surrender or impairment of any security for the performance or observance of any Xxxxxxxxx, Xxx Xxxx 00000 in lawful money of the terms hereofUnited States of America and in immediately available funds. Without limiting Each payment under any Acceptance, to the foregoing, no action or omission whatsoever extent not paid by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender Co-Borrowers to the CompanyAgent on the date of such payment, or relieve shall constitute a request by the Company Co-Borrowers to the Agent for a borrowing pursuant to Section 2.1 of a Revolving Credit Loan in the amount of such payment the proceeds of which shall be applied by the Agent to such payment obligation. The Borrowing Date with respect to such borrowing shall be the date of such payment. Interest shall be payable on any of its obligations hereunder to and all amounts remaining unpaid by the Co-Borrowers under this subsection from the date such amounts became payable until payment in full at the rate which would be payable on any such Personoutstanding Revolving Credit Loans which were then overdue.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the If a disbursement by Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment Bank is made under any Letter of Credit, Borrower shall pay to Agent within two (2) Business Days after notice of any such disbursement is received by Borrower, the amount of each such disbursement made by Issuing Bank under the Letter of Credit by the beneficiary thereunder; provided that the failure (if such payment is not sooner effected as may be required under this Section 2.10 or under other provisions of the Issuing Lender Letter of Credit), together with interest on the amount disbursed from and including the date of disbursement until payment in full of such disbursed amount at a varying rate per annum equal to so notify (i) the Company or then applicable interest rate for Base Rate Loans through the Administrative Agent shall not affect second Business Day after notice of such disbursement is received by Borrower and (ii) thereafter, the rights Post Default Rate for Base Rate Loans (but in no event to exceed the Highest Lawful Rate) for the period from and including the third Business Day following the date of such disbursement to and including the Issuing Lender or the Lenders date of repayment in any manner whatsoever. (b) full of such disbursed amount. The Company’s reimbursement obligations hereunder of Borrower under this Agreement with respect to each Letter of Credit shall be absolute, unconditional and irrevocable and unconditional shall be paid or performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including, without limitation, but only to the fullest extent permitted by applicable law, the following circumstances, including : (ai) any lack of validity or enforceability of this Agreement, any Letter of CreditCredit or any of the Security Instruments; (ii) any amendment or waiver of (including any default), or any consent to departure from this Agreement (except to the extent permitted by any amendment or waiver), any Letter of Credit or any other Loan Document, of the Security Instruments; (biii) the existence of any claim, set-off, defense or other right rights which any Loan Party Borrower may have at any time against a the beneficiary named in a of any Letter of Credit, Credit or any transferee of any Letter of Credit (or any Person Persons for whom any such beneficiary or any such transferee may be acting), the Administrative Issuing Bank, Agent, the Issuing Lender, any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, this Agreement, any other Loan Documentthe Security Instruments, the transactions contemplated herein hereby or any unrelated transactions transaction; (including iv) any underlying transaction between statement, certificate, draft, notice or any Loan Party and the beneficiary named in other document presented under any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove Credit proves to have been forged, fraudulent, insufficient or invalid or insufficient in any respect or any statement therein shall proves to have been untrue or inaccurate in any respect, or respect whatsoever; (dv) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever payment by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) Bank under or in connection with any Letter of Credit against presentation of a draft or certificate which appears on its face to comply, but does not comply, with the terms of such Letter of Credit; (vi) any affiliation between Issuing Bank and any Lender, and (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. Notwithstanding anything in this Agreement to the contrary, Borrower will not be liable for payment or performance that results from the gross negligence or willful misconduct of Issuing Bank, except where Borrower or any related matters shall result in any liability of Subsidiary actually recovers the Administrative Agent proceeds for itself or any Lender to the Company, or relieve the Company Issuing Bank of any of its obligations hereunder to any payment made by Issuing Bank in connection with such Persongross negligence or willful misconduct.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably ACE agrees to reimburse the Issuing Lender Bank (by making payment to the Administrative Agent for the account of the Issuing Bank in accordance with Section 2.07) in the amount of each payment or disbursement Advance made by the Issuing Lender under any Letter of Credit honoring any demand for payment Bank, such reimbursement to be made on the date such Advance is made by the beneficiary thereunderIssuing Bank (but not earlier than one Business Day after notice of the drawing giving rise to such Advance is given to ACE). Such reimbursement obligation shall be payable without further notice, in each case on protest or demand, all of which are hereby waived, and an action therefor shall immediately accrue. To the date that extent such payment or disbursement by ACE is not timely made. Any amount not reimbursed on , ACE agrees to pay to the date Administrative Agent, for the respective accounts of the Issuing Bank and the Banks that have funded their respective shares of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed amount remaining unpaid by the Company thereforACE, payable on demand, default interest at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice 2% for each day from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment date on which ACE is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of to reimburse the Issuing Lender Bank to so notify the Company or date such obligation is paid in full. For the Administrative Agent avoidance of doubt, the payment by ACE of default interest pursuant to this Section 2.03(a) shall not affect the rights calculation of fees under the Issuing Lender or the Lenders in any manner whatsoeverLoan Documents. (b) The Company’s reimbursement obligations hereunder obligation of ACE to reimburse the Issuing Bank for any Advance made by the Issuing Bank, and the obligation of each Bank under Section 2.02(f) with respect thereto, shall be irrevocable unconditional and unconditional irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, the applicable LOC Application and any other applicable agreement or instrument under all circumstances, including the following circumstances: (ai) any lack of validity or enforceability of any Letter of CreditLoan Document, this Agreement any LOC Application, any LOC or any other Loan agreement or instrument relating thereto (all of the foregoing, collectively, the “LOC Related Documents”); (ii) any change in the time, manner or place of payment of, or in any other term of, any obligation of ACE or any other Person in respect of any LOC Related Document or any other amendment or waiver of or any consent to departure from any LOC Related Document, ; (biii) the existence of any claim, set-off, defense or other right which that ACE or any Loan Party other Person may have at any time against a any beneficiary named in a Letter of Credit, or any transferee of any Letter of Credit an LOC (or any Person for whom which any such beneficiary or any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender Bank or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein by the LOC Related Documents or any unrelated transactions transaction; (including iv) any underlying transaction between statement or any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any other document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove presented under an LOC proving to have been be forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under an LOC against presentation of a draft or certificate that does not strictly comply with the terms of such LOC; (vi) any exchange, release or (d) the surrender or impairment non-perfection of any security for the performance collateral granted to secure any obligation of ACE or observance of any other Person in connection with any Loan Document; or (vii) any other circumstance or happening whatsoever, whether or not similar to any of the terms hereof. Without limiting the foregoing, no action including any other circumstance that might otherwise constitute a defense available to, or omission whatsoever a discharge of, ACE. (c) If any amount received by the Issuing Bank on account of any Advance shall be avoided, rescinded or otherwise returned or paid over by the Issuing Bank for any reason at any time, whether before or after the termination of this Agreement (or the Issuing Bank believes in good faith that such avoidance, rescission, return or payment is required, whether or not such matter has been adjudicated), each Bank will (except to the extent a corresponding amount received by such Bank on account of its Advance relating to the same payment on an LOC has been avoided, rescinded or otherwise returned or paid over by such Bank), promptly upon notice from the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of Bank, pay over to the Administrative Agent or any Lender to for the Companyaccount of the Issuing Bank its Pro Rata Share of such amount, or relieve the Company together with its Pro Rata Share of any of its obligations hereunder to any such Personinterest or penalties payable with respect thereto.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse In the Issuing Lender for each payment or disbursement made by the Issuing Lender event that any amount is drawn under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that thereof, the failure of Borrower shall reimburse the Issuing Lender by having such amount drawn treated as an outstanding Base Rate Loan under this Agreement (the Borrower being deemed to so notify have requested a Base Rate Loan on such date in an amount equal to the Company or amount of such drawing and such amount drawn shall be treated as an outstanding Base Rate Loan under this Agreement) and the Administrative Agent shall not affect promptly notify each Lender by telex, telecopy, telegram, telephone (confirmed in writing) or other similar means of transmission, and each Lender shall promptly and unconditionally pay to the rights of Agent, for the Issuing Lender or the Lenders in any manner whatsoever. (b) The CompanyLender’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstancesown account, including (a) any lack an amount equal to such Lender’s Commitment Percentage of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any such Letter of Credit (to the extent of the amount drawn). If and to the extent any Lender shall not make such amount available on the Business Day on which such draw is funded (either pursuant to this Section or any Person for whom any such transferee may be actingpursuant to §3.7), such Lender agrees to pay such amount to the Administrative Agent forthwith on demand, together with interest thereon, for each day from the date on which such draw was funded until the date on which such amount is paid to the Agent, at the Issuing LenderFederal Funds Effective Rate until three (3) days after the date on which the Agent gives notice of such draw and at the Federal Funds Effective Rate plus one percent (1%) for each day thereafter. Further, such Lender shall be deemed to have assigned any Lender or and all payments made of principal and interest on its Revolving Credit Loans, amounts due with respect to its participations in Letters of Credit and any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, amounts due to it hereunder to the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and Agent to fund the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness amount of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any drawn Letter of Credit which such Lender was required to fund pursuant to this §3.6 until such amount has been funded (as a result of such assignment or otherwise). In the event of any related matters such failure or refusal, the provisions of §5.7 shall result in any liability govern the priority of the Administrative Agent or payments to such Lender. The failure of any Lender to make funds available to the Company, or Agent in such amount shall not relieve the Company of any other Lender of its obligations obligation hereunder to any such Personmake funds available to the Agent pursuant to this §3.6.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably Each Applicant agrees to reimburse the Issuing Lender Bank (by making payment to the Administrative Agent for the account of the Issuing Bank in accordance with Section 2.07) in the amount of each payment or disbursement LOC Disbursement made by the Issuing Lender Bank under any Letter each LOC issued at the request of Credit honoring any demand for payment such Applicant, such reimbursement to be made on the date such LOC Disbursement is made by the beneficiary thereunder, in each case Issuing Bank if such Applicant receives notice thereof no later than 1:00 p.m. (New York City time) on such date or on the date that next Business Day if such notice is received after such time. Such reimbursement obligation shall be payable without further notice, protest or demand, all of which are hereby waived, and an action therefor shall immediately accrue. To the extent such payment or disbursement by such Applicant is madenot timely made in accordance with the terms hereof, such unpaid reimbursement obligation shall be treated as a matured loan extended to such Applicant under this Agreement in respect of which interest shall accrue and be payable. Any amount not reimbursed on Such Applicant agrees to pay to the date Administrative Agent, for the respective accounts of the Issuing Bank and the other Banks that have funded their respective shares of such payment or disbursement shall bear interest from the date of amount remaining unpaid by such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company thereforApplicant, payable on demand, interest (at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice two percent (2%)) for each day from the Issuing Lender date of such LOC Disbursement to the date such obligation is paid in full. For the avoidance of doubt, the payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter by such Applicant of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender interest pursuant to so notify the Company or the Administrative Agent this Section 2.03(a) shall not affect the rights calculation of fees under the Issuing Lender or the Lenders in any manner whatsoeverLoan Documents. (b) The Company’s reimbursement obligations hereunder obligation of the applicable Applicant to reimburse the Issuing Bank for any LOC Disbursement made by the Issuing Bank shall be irrevocable unconditional and unconditional irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, the applicable LOC Request and any other applicable agreement or instrument under all circumstances, including the following circumstances: (ai) any lack of validity or enforceability of any Letter LOC Related Document or any term or provision thereof; (ii) any change in the time, manner, or place of Creditpayment of, this Agreement or in any other term of, any obligation of the Company, any other Applicant, or any other Loan Person in respect of any LOC Related Document or any other amendment or waiver of or any consent to departure from any LOC Related Document, ; (biii) the existence of any claim, set-off, defense defense, or other right which that the Company, any Loan Party other Applicant, or any other Person may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit Beneficiary (or any Person for whom which any such transferee Beneficiary may be acting), the Administrative Agent, the Issuing Lender, any Lender Bank or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein by the LOC Related Documents or any unrelated transactions transaction; (including iv) any underlying transaction between statement or any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any other document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been presented under an LOC being forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein shall have been being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under an LOC against presentation of a draft or other document that does not strictly comply with the terms of such LOC; (vi) any exchange, release or non-perfection of any Collateral granted to secure any obligation of the Company, any other Applicant, or any other Person in connection with any Loan Document; or (dvii) the surrender any other circumstance or impairment of any security for the performance happening whatsoever, whether or observance of not similar to any of the terms hereofforegoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Company or any other Applicant. The foregoing provisions of this Section 2.03(b) shall not excuse the Issuing Bank from liability to the applicable Applicant in any independent action or proceeding brought by the such Applicant against the Issuing Bank following reimbursement of each LOC Disbursement in full by the such Applicant to the extent of any direct (but not consequential) damages suffered by the such Applicant that are caused by the Issuing Bank's gross negligence or willful misconduct; provided that (i) the Issuing Bank shall be deemed to have acted with reasonable care if it acts in accordance with standard letter of credit practice of commercial banks located in New York City; and (ii) the applicable Applicant's aggregate remedies against the Issuing Bank for wrongfully honoring a presentation shall not exceed the aggregate amount paid by the such Applicant to the Issuing Bank with respect to the honored presentation, plus interest. (c) Without limiting any other provision of this Agreement, the foregoingIssuing Bank: (i) may rely upon any oral, telephonic, facsimile, electronic, written, or other communication reasonably believed to have been authorized by any Applicant, (ii) shall not be responsible for errors, omissions, interruptions, or delays in transmission or delivery of any message, advice or document in connection with any LOC, whether transmitted by courier, mail, telex, any other telecommunication, or otherwise (whether or not they be encrypted), or for errors in interpretation of technical terms or in translation (and the Issuing Bank may transmit any LOC terms without translating them), (iii) may honor any presentation under any LOC that appears on its face to substantially comply with the terms and conditions of such LOC, (iv) may replace a purportedly lost, stolen, or destroyed original LOC, waive a requirement for its presentation, or provide a replacement copy to any Beneficiary, (v) if no form of draft is attached as an exhibit to an LOC, may accept as a draft any written or electronic demand or request for payment under such LOC, and may disregard any requirement that such draft bear any particular reference to such LOC, (vi) unless an LOC specifies the means of payment, may make any payment under such LOC by any means it chooses, including by wire transfer of immediately available funds, (vii) may select any branch or affiliate of the Issuing Bank or any other bank or financial institution to act as advising, transferring, confirming, and/or nominated bank under the law and practice of the place where it is located (if the applicable LOC Request or LOC Related Documents requested or authorized advice, transfer, confirmation and/or nomination, as applicable), (viii) may amend any LOC to reflect any change of address or other contact information of any Beneficiary, and (ix) shall not be responsible for any other action or omission whatsoever inaction taken or suffered by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) Bank under or in connection with any Letter LOC, if required or permitted under any applicable domestic or foreign law or letter of Credit credit practice. None of the circumstances described in this Section 2.03(c) shall impair the Issuing Bank's rights and remedies against any Applicant or place the Issuing Bank under any liability to any Applicant. (d) The applicable Applicant will notify the Issuing Bank in writing of any objection such Applicant may have to the Issuing Bank's issuance or amendment of any LOC, the Issuing Bank's honor or dishonor of any presentation under any LOC, or any related matters other action or inaction taken by the Issuing Bank under or in connection with this Agreement or any LOC. The applicable Applicant's notice of objection must be delivered to the Issuing Bank within five (5) Business Days after such Applicant receives notice of the action or inaction it objects to. The applicable Applicant's failure to give timely notice of objection shall result automatically waive such Applicant's objection. The applicable Applicant's acceptance or retention beyond such five (5) Business Day period of any original documents presented under the applicable LOC, or of any property for which title is conveyed by such documents, shall ratify the Issuing Bank's honor of the applicable presentation(s). (e) If any amount received by the Issuing Bank on account of any LOC Disbursement shall be avoided, rescinded, or otherwise returned or paid over by the Issuing Bank for any reason at any time, whether before or after the termination of this Agreement (or the Issuing Bank believes in any liability good faith that such avoidance, rescission, return or payment is required, whether or not such matter has been adjudicated), each Bank will (except to the extent a corresponding amount received by such Bank on account of its LOC Disbursement relating to the same payment on an LOC has been avoided, rescinded, or otherwise returned or paid over by such Bank), promptly upon notice from the Administrative Agent or any Lender the Issuing Bank, pay over to the CompanyAdministrative Agent at its office at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or relieve such other place as the Company Administrative Agent shall direct from time to time) and at such account as the Administrative Agent shall direct from time to time for the account of the Issuing Bank in immediately available funds its Pro Rata Share of such amount, together with its Pro Rata Share of any of its obligations hereunder to any such Personinterest or penalties payable with respect thereto.

Reimbursement Obligations. (a) The Company Each Loan Party hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) . The Company’s Loan Parties’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company Loan Parties hereby ------------------------- unconditionally and irrevocably agrees agree to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company Loan Parties therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company Loan Parties and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company Loan Parties or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s Loan Parties' reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Companyany Loan Party, or relieve the Company any Loan Party of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees Companies shall pay to reimburse the Issuing Lender for each payment or disbursement made by Bank the amount of all Reimbursement Obligations owing to the Issuing Lender Bank under any Letter of Credit honoring issued for the account of any demand of the L/C Eligible Account Parties, and Trim Trends shall pay to the Issuing Bank the amount of all Reimbursement Obligations arising in connection with any Letter of Credit issued for payment made by its account (the beneficiary thereunder, in each case on "Trim Trends L/C Reimbursement Obligations") no later than the date that such payment or disbursement (the "Reimbursement Date") which is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third one Business Day after receipt of the L/C Eligible Account Parties receive written notice from the Issuing Lender of such Bank that payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is has been made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any such Letter of Credit, this Agreement or any other Loan Document, (b) the existence irrespective of any claim, set-off, defense or other right which that any Loan Party of the L/C Eligible Account Parties may have at any time against a beneficiary named in a Letter of Credit, the Issuing Bank or any transferee of other Person. (b) In the event that the Issuing Bank makes any payment under any Letter of Credit and any of the L/C Eligible Account Parties shall not have repaid such amount to the Issuing Bank pursuant to this Paragraph 5.6 or such payment is rescinded or set aside for any reason, such Reimbursement Obligation shall be payable by the Companies on demand with interest thereon computed (or any Person for whom i) from and including the date on which such Reimbursement Obligation arose to but excluding the Reimbursement Date at the rate of interest applicable during such period to Revolving Loans pursuant to Paragraph 10.1(a) of Section 10 of this Financing Agreement and, (ii) from and including the Reimbursement Date to but excluding the date of payment in full of such Reimbursement Obligation at the Default Rate of Interest during such period, and the Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Revolving Facility Lender of such failure. (c) Upon receipt of any such transferee may be acting)notice, the Administrative Agent, on behalf of each Revolving Facility Lender, shall promptly and unconditionally pay to the Issuing Bank the amount of such Revolving Facility Lender, 's Revolving Credit Percentage of such payment in U.S. dollars and in immediately available funds. If the Issuing Bank gives the relevant notice to the Administrative Agent prior to 11:00 A.M. (New York City time) on any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan DocumentBusiness Day, the transactions contemplated herein Administrative Agent shall make available to the Issuing Bank each Revolving Facility Lender's Revolving Credit Percentage of the amount of such payment on such Business Day as provided above. Upon such payment by the Administrative Agent, each Revolving Facility Lender shall, except during the continuance of a Default or any unrelated transactions Event of Default under subparagraphs (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), a) through (c) of Paragraph 12.1 of Section 12 hereof and notwithstanding whether or not the validity, sufficiency or genuineness conditions precedent set forth in Paragraph 2.3 of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein Section 2 shall have been untrue or inaccurate satisfied (which conditions precedent the Lenders hereby irrevocably waive) be deemed to have made a Revolving Loan to the Companies in any respect, or the principal amount of such Revolving Facility Lender's Revolving Credit Percentage of the total amount of such payment. (d) Whenever the surrender Issuing Bank receives from any Obligor (or impairment of any security for the performance or observance of any of the terms hereof. Without limiting Collateral or by way of right of setoff) a payment of a Reimbursement Obligation as to which the foregoingAdministrative Agent, no action or omission whatsoever on behalf of the Revolving Facility Lenders, has made a payment to the Issuing Bank pursuant to this Paragraph 5.6, the Issuing Bank shall pay to the Administrative Agent (for distribution by the Administrative Agent or any to each Revolving Facility Lender (excluding any Lender as provided in its capacity as the Issuing Paragraph 15.2 of Section 15 hereof), in immediately available funds, an amount equal to such Revolving Facility Lender) under or in connection with any Letter of 's Revolving Credit or any related matters shall result in any liability Percentage of the Administrative Agent or amount of such payment (adjusted, as necessary, to reflect the respective amounts the Revolving Facility Lenders have paid in respect of such Reimbursement Obligation through any Lender to the Company, or relieve the Company settlement required from them under Paragraph 15.2 of any of its obligations hereunder to any such PersonSection 15 hereof).

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the each Issuing Lender for each payment or disbursement made by the such Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the applicable Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the such Issuing Lender of such payment or disbursement, 2%. The Each Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the an Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the such Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party the Company may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing LenderLenders, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party the Company and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the an Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the an Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company Each Borrower hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company Borrowers therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company Borrowers and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company Borrowers or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Companyany Borrower, or relieve the Company any Borrower of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company Borrower hereby unconditionally and irrevocably agrees to reimburse the each Issuing Lender for each payment or disbursement made by the such Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the applicable Issuing Lender is reimbursed by the Company Borrower therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Applicable Margin for Revolving Loans that are Base Rate Margin from time to time in effect Loans plus, beginning on the third Business Day after receipt of notice from the such Issuing Lender of such payment or disbursement, 2%. The Each Issuing Lender shall notify the Company Borrower and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the an Issuing Lender to so notify the Company Borrower or the Administrative Agent shall not affect the rights of the such Issuing Lender or the Lenders in any manner whatsoever. (ba) The CompanyBorrower’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing LenderLenders, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the an Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the an Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the CompanyBorrower, or relieve the Company Borrower of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees Borrowers agree to reimburse (i) Issuing Bank (through the Issuing Lender Administrative Agent) for each payment or disbursement made by the Issuing Lender any draw under any Letter of Credit honoring or upon the maturity date of any demand Acceptance and (ii) Administrative Agent for any payment made by the beneficiary thereunderunder any LC and Acceptance Guaranty, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company thereforinstance, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom immediately upon any such transferee may be acting)drawing, the maturity or payment, and to pay Issuing Bank (through Administrative Agent) or Administrative Agent, as the case may be, the amount of all other obligations and other amounts payable to Issuing Lender, any Lender Bank or any other Person, whether Administrative Agent under or in connection with any Letter of Credit, this AgreementAcceptance or LC and Acceptance Guaranty immediately when due, irrespective of any claim, setoff, defense or other right which Borrowers may have at any time against such issuer or any other Loan DocumentPerson; PROVIDED, that if Issuing Bank (through Administrative Agent) or Administrative Agent, as the case may be, shall notify the Borrower Representative of a drawing, maturity or payment after 2:00 p.m. (New York time) on the date of any drawing under a Letter of Credit, maturity of an Acceptance or payment under a LC and Acceptance Guaranty (as appropriate), Borrowers will not be required to reimburse Issuing Bank or Administrative Agent, as the case may be, until the next Business Day and, until such reimbursement is so required, the transactions contemplated herein amount of such drawing or payment shall be deemed to be a Revolving Credit Loan which is a Base Rate Loan hereunder in accordance with the provisions of paragraph (c) below. Each such payment shall be made to Administrative Agent (for the account of Issuing Bank or Administrative Agent, as the case may be) at its address for notices specified herein. (b) Interest shall be payable on any unrelated transactions and all amounts remaining unpaid by Borrowers under this subsection from the date such amounts become payable (including any underlying transaction between any Loan Party and whether at stated maturity, by acceleration or otherwise) until payment in full at the beneficiary named in per annum rate which is 2% above the rate payable with respect to Base Rate Loans from time to time. (c) Each notice of a drawing under any Letter of Credit), (cmaturity of an Acceptance or a payment under any LC and Acceptance Guaranty shall constitute a request by Borrowers for a borrowing pursuant to subsection 1.1.1 of Revolving Credit Loans which are Base Rate Loans in the amount of such drawing, maturity or payment, as the case may be, plus any amounts payable pursuant to subsection 1.2.2(a) in respect of such drawing, maturity or payment. The borrowing date with respect to such borrowing shall be the validitydate of such drawing, sufficiency maturity or genuineness of any document which payment, as the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or case may be. (d) Administrative Agent shall, promptly following its receipt thereof, distribute to Issuing Bank or Revolving Credit Lenders, as the surrender or impairment of any security case may be, all amounts received by Administrative Agent for the performance account of Issuing Bank or observance of any of the terms hereof. Without limiting the foregoingRevolving Credit Lenders, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender case may be, pursuant to the Company, or relieve the Company of any of its obligations hereunder to any such Personthis subsection.

Reimbursement Obligations. (a) The Company Companies, jointly and severally, hereby unconditionally and irrevocably agrees agree to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company Companies therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Revolver Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company Representative and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company Representative or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s Companies’ joint and several reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the CompanyCompanies (or any of them), or relieve the Company Companies of any of its their obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender Administrative Agent immediately upon demand by Administrative Agent, and in immediately available funds, for each any payment or disbursement made by the Issuing Lender Administrative Agent under any Letter of Credit honoring any demand for payment Credit. Payment shall be made by the beneficiary thereunder, in each case Company with interest on the date that such payment amount so paid or disbursement is made. Any amount not reimbursed on disbursed by Administrative Agent from and including the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by to and including the beneficiary thereunder; provided that date of payment, at the failure lesser of (i) the Highest Lawful Rate, and (ii) the sum of the Issuing Lender Base Rate in effect from time to so notify time plus 3% per annum; provided, however, that if the Company would be permitted under the terms of Section 2.01, Section 2.02 and Section 4.02 to borrow Advances in amounts at least equal to their reimbursement obligation for a drawing under any Letter of Credit, a Base Rate Advance by each Lender, in an amount equal to such Lender's Specified Percentage, shall automatically be deemed made on the date of any such payment or the disbursement made by Administrative Agent shall not affect in the rights amount of such obligation and subject to the Issuing Lender or the Lenders in any manner whatsoever.terms of this Agreement. General Communication, Inc. - Form 8-K Page 81 (b) The Company’s Company hereby also agrees to pay to Administrative Agent immediately upon demand by Administrative Agent and in immediately available funds, as security for their reimbursement obligations in respect of the Letters of Credit under Section 3.03(a) hereof and any other amounts payable hereunder and under the Notes, an amount equal to the aggregate amount available to be drawn under Letters of Credit then outstanding, irrespective of whether the Letters of Credit have been drawn upon, at the occurrence of any of the following events: (i) upon an Event of Default, and (ii) upon a Change of Control. Any such payments shall be irrevocable deposited in a separate account designated "GCI Special Account" or such other designation as Administrative Agent shall elect. All such amounts deposited with Administrative Agent shall be and unconditional shall remain funds of the Company on deposit with Administrative Agent and shall be invested by Administrative Agent in an interest bearing account, as Administrative Agent shall determine. Such amounts may not be used by Administrative Agent to pay the drawings under all circumstancesthe Letters of Credit; however, including (a) any lack of validity or enforceability of any such amounts may be used by Administrative Agent as reimbursement for Letter of CreditCredit drawings which Administrative Agent has paid. If any amounts in the GCI Special Account shall have been deposited upon the occurrence of an Event of Default only and such Event of Default shall have been subsequently cured or waived and no other Event of Default exists, the Company shall be relieved of its obligations under this Agreement Section 3.03(b) until either of the two events specified in Section 3.03(b)(i) or any other Loan Document, (bSection 3.03(b)(ii) shall occur again. During the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter an Event of Credit, any transferee Default but after the expiry of any Letter of Credit that was not drawn upon, the Company may direct the Administrative Agent to use any cash collateral for any such expired Letter of Credit, if any, to reduce the amount of the Obligations. Any amounts remaining in the GCI Special Account, including any remaining interest, after the date of the expiry of all Letters of Credit and after all Obligations have been paid in full, shall be repaid to the Company promptly after such expiry and such payment in full. (c) The obligations of the Company under this Section 3.03 will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by the Company and until all other Obligations shall have been paid in full. (d) The Company shall be obligated to reimburse Administrative Agent upon demand for all amounts paid under the Letters of Credit as set forth in Section 3.03(a) hereof; provided, however, if the Company for any reason fails to reimburse Administrative Agent in full upon demand, whether by borrowing Advances to pay such reimbursement obligations or otherwise, the Lenders shall reimburse Administrative Agent in accordance with each Lender's Specified Percentage for amounts due and unpaid from the Companies as set forth in Section 3.04 hereof; provided, however, that no such reimbursement made by the Lenders shall discharge the Company's obligations to reimburse Administrative Agent. (e) The Company shall indemnify and hold Administrative Agent or any Person Lender, its officers, directors, representatives and employees harmless from loss for whom any such transferee claim, demand or liability which may be actingasserted against Administrative Agent or such indemnified party in connection with actions taken under the Letters of Credit or in connection therewith (including losses resulting from the negligence of Administrative Agent or such indemnified party), the and shall pay Administrative Agent for reasonable fees of attorneys (who may be employees of Administrative Agent, the Issuing Lender, any Lender ) and legal costs paid or any other Person, whether incurred by Administrative Agent in connection with any Letter matter related to the Letters of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party except for losses and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms liabilities incurred as a direct result of the applicable Letter gross negligence or wilful misconduct of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or such indemnified party. If the Company for any Lender (excluding any Lender reason fails to indemnify or pay Administrative General Communication, Inc. - Form 8-K Page 82 Agent or such indemnified party as set forth herein in its capacity as full, the Issuing Lender) under or in connection with any Letter of Credit or any related matters Lenders shall result in any liability of the indemnify and pay Administrative Agent or any Lender to upon demand, in accordance with each Lender's Specified Percentage of such amounts due and unpaid from the Company, or relieve . The provisions of this Section 3.03(e) shall survive the Company termination of any of its obligations hereunder to any such Personthis Agreement.

Reimbursement Obligations. (a) The Company hereby unconditionally To induce LC Issuer to maintain the Existing LCs and irrevocably to induce Lenders to participate in the Existing LCs, Borrower agrees to pay or reimburse the Issuing Lender for each payment LC Issuer (through Administrative Agent) (i) on or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on prior to the date that such of any payment by LC Issuer under an Existing LC, the amount of any draft paid or disbursement is madeto be paid by LC Issuer, and (ii) promptly, upon demand, the amount of any applicable fees (in addition to the Fees described in Section 3.8) which LC Issuer customarily charges to a Person similarly situated in the ordinary course of its business for honoring drafts under letters of credit, and taking similar action in connection with letters of credit. Any amount not reimbursed If Borrower fails to reimburse LC Issuer for any drafts paid by LC Issuer on the date of LC Issuer’s payment thereof (the amount of any such payment or disbursement unreimbursed drawing being referred to herein as the “Unreimbursed Amount”), Borrower shall bear be obligated to pay LC Issuer interest from on all such amounts remaining unpaid at the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Post-Default Rate from time to time until paid in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%full. The Issuing Lender Borrower’s obligations under this Section 2.2(c) shall notify the Company be absolute and the Administrative Agent whenever any demand for payment is made unconditional under any Letter and all circumstances and irrespective of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender any setoff, counterclaim, or defense to so notify the Company payment which Borrower may have at any time against LC Issuer or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder other Person, and shall be irrevocable made in accordance with the terms and unconditional conditions of this Agreement under all circumstances, including any of the following circumstances: (aA) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other of the Loan Document, Documents; (bB) the existence of any claim, set-offsetoff, defense defense, or other right which any Loan Party Borrower may have at any time against a beneficiary named in a Letter of Creditan Existing LC, any transferee of any Letter of Credit Existing LC (or any Person for whom any such transferee may be acting), the Administrative AgentLC Issuer, the Issuing any Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan DocumentExisting LC, the transactions contemplated herein herein, or any unrelated transactions (including any underlying transaction between any Loan Party Borrower and the beneficiary named in any Letter of Creditsuch Existing LC); (C) any draft, (c) certificate, or any other document presented under the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove Existing LC proving to have been be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein shall have been being untrue or inaccurate in any respect; (D) any payment by LC Issuer under such Existing LC against presentation of a draft or certificate that does not strictly comply with the terms of such LC; or any payment made by LC Issuer under such Existing LC to any Person purporting to be a trustee in bankruptcy, or (d) the surrender or impairment of any security debtor-in-possession, assignee for the performance benefit of creditors, liquidator, receiver or observance other representative of or successor to any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent beneficiary or any Lender (excluding transferee of such Existing LC, including any Lender in its capacity as the Issuing Lender) under or arising in connection with any Letter proceeding under any Debtor Relief Law; (E) any other circumstance or happening whatsoever, whether or not similar to any of Credit the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or any related matters shall result in Subsidiary; and (F) the occurrence of any liability Default or Event of Default. In the event any payment by Borrower received by LC Issuer with respect to an Existing LC and distributed to Lenders on account of their participations therein is required to be returned under any of the circumstances described in Section 12.17 (including pursuant to any settlement entered into by LC Issuer in its discretion) each Lender shall pay to Administrative Agent or any Lender for the account of LC Issuer its Commitment Percentage thereof on demand of Administrative Agent, plus interest thereon from the date of such demand to the Companydate such amount is returned by such Lender, or relieve at a rate per annum equal to the Company Federal Funds Rate from time to time in effect. The obligations of any Lenders under this clause shall survive the payment in full of its obligations hereunder to any such Personthe Obligations and the termination of this Agreement.

Reimbursement Obligations. (a) The Company Borrowers jointly and severally hereby unconditionally and irrevocably agrees agree to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company Borrowers therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company Borrowers and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company Borrowers or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s Borrowers’ reimbursement obligations hereunder shall be joint and several, irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party MPW Company may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party MPW Company and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the CompanyBorrowers, or relieve the Company Borrowers of any of its their obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is mademade and in an amount equal to the Dollar Equivalent of the amount of such payment or disbursement. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to Borrowers shall reimburse the Issuing Lender for each payment all reasonable legal, accounting, appraisal and other fees and expenses incurred by Lender in connection with (i) the negotiation and preparation of any of the DIP Financing Documents, any amendment or disbursement made by modification to any of the Issuing Lender under DIP Financing Documents, any Letter waiver of Credit honoring any demand for payment made by the beneficiary Default or Event of Default thereunder, in each case on or any restructuring or forbearance with respect thereto; (ii) the date that such payment or disbursement is made. Any amount not reimbursed on administration of the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company DIP Financing Documents and the Administrative Agent whenever transactions contemplated thereby; (iii) any demand for payment is made under action taken to perfect or maintain the perfection or priority of any Letter of Credit by the beneficiary thereunder; provided that the failure Lender's Liens with respect to any of the Issuing Lender Collateral; (iv) any inspection of or audits conducted with respect to so notify the Company any Obligor's books and records or the Administrative Agent shall not affect the rights any of the Issuing Lender or the Lenders in any manner whatsoever. Collateral; (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (av) any lack effort to verify, protect, preserve, or restore any of validity the Collateral or enforceability to collect, sell, liquidate or otherwise dispose of or realize upon any Letter of Creditthe Collateral; (vi) any litigation, this Agreement contest, dispute, suit, proceeding or any other Loan Document, action (b) the existence of any claim, set-off, defense whether instituted by or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender Obligor or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named ) in any Letter way arising out of Credit), or relating to any of the Collateral (c) or the validity, sufficiency perfection or genuineness priority of any document which the Issuing Lender has determined complies on its face with the terms of Lender's Liens thereon), any of the applicable Letter of CreditDIP Financing Documents or the validity, even if such document should later prove to have been forged, fraudulent, invalid allowance or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance amount of any of the terms hereof. Without limiting Obligations; (vii) the foregoing, no protection or enforcement of any rights or remedies of Lender in any Insolvency Proceeding; and (viii) any other action taken by Lender to enforce any of the rights or omission whatsoever by the Administrative Agent remedies of Lender against any Obligor or any Account Debtors to enforce collection of any of the Obligations or payments with respect to any of the Collateral. All amounts chargeable to Borrowers under this Section 2.4 shall constitute Obligations that are secured by all of the Collateral and shall be payable to Lender (excluding any on demand. Borrowers shall also reimburse Lender for reasonable expenses incurred by Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company administration of any of its obligations hereunder the Collateral to the extent and in the manner provided in Article 7 hereof or in any such Personof the other DIP Financing Documents. The foregoing shall be in addition to, and shall not be construed to limit, any other provision of any of the DIP Financing Documents regarding the reimbursement by Borrowers of costs, expenses or liabilities suffered or incurred by Lender.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof, or (e) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Company’s obligations hereunder. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company Each of the Borrowers hereby jointly and severally unconditionally and irrevocably agrees to reimburse the Issuing Lender Fronting Bank for each payment or disbursement made by the Issuing Lender Fronting Bank under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender Fronting Bank is reimbursed by the Company any Borrower therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender Fronting Bank of such payment or disbursement, 2%. The Issuing Lender Fronting Bank shall notify the Company Loan Party Representative and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender Fronting Bank to so notify the Company Loan Party Representative or the Administrative Agent shall not affect the rights of the Issuing Lender Fronting Bank or the Lenders in any manner whatsoever. (b) The Company’s Borrowers’ reimbursement obligations hereunder shall be absolute, unconditional and irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing LenderFronting Bank, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) any payment by the validity, sufficiency Fronting Bank under such Letter of Credit against presentation of a draft or genuineness of any document which the Issuing Lender has determined complies on its face certificate that does not strictly comply with the terms of such Letter of Credit (other than any such payment that is determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the applicable gross negligence or willful misconduct of the Fronting Bank); or any payment made by the Fronting Bank under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, even if including any arising in connection with any proceeding under any Debtor Relief Law (other than any such document should later prove payment that is determined by a court of competent jurisdiction by a final and nonappealable judgment to have been forged, fraudulent, invalid resulted from the gross negligence or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, willful misconduct of the Fronting Bank); or (d) the surrender any other circumstance or impairment of any security for the performance happening whatsoever, whether or observance of not similar to any of the terms hereofforegoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party (other than any such circumstance or happening that is determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Fronting Bank). The Borrowers shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrowers’ instructions or other irregularity, the Borrowers will promptly notify the Fronting Bank. The Borrowers shall be conclusively deemed to have waived any such claim against the Fronting Bank and its correspondents unless such notice is given as aforesaid. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing LenderFronting Bank) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Companyany Loan Party, or relieve the Company any Loan Party of any of its obligations hereunder except to any the extent that such Personliability is determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent or such Lender.

Reimbursement Obligations. (a) The Company Borrower hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender Xxxxxx is reimbursed by the Company Borrower therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 23%. The Issuing Lender shall notify the Company and the Administrative Agent Borrower whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent Borrower shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. Nothing in this Section 2.3.4 shall limit or alter Xxxxxx’s option to fund a Loan upon the occurrence of a Reimbursement Funding Event. (b) The CompanyXxxxxxxx’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (ai) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (bii) the existence of any claim, set-off, defense or other right which any Loan Party Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any 135333485v.12 Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party Borrower and the beneficiary named in any Letter of Credit), (ciii) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (div) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the CompanyBorrower, or relieve the Company Borrower of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally Borrowers and irrevocably agrees to reimburse the Issuing each Lender for agree that each payment or disbursement LC Disbursement made by the Issuing a Lender under any Direct Letter of Credit honoring requested by a Borrower shall constitute a Prime Rate Loan in the case of Direct Letters of Credit in Canadian Dollars and a US Base Rate Loan in the case of Direct Letters of Credit in US Dollars to the applicable Borrower that requested such Direct Letter of Credit, even if any demand for payment made by condition precedent to the beneficiary thereundermaking of such a Loan shall not have been satisfied, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment each LC Disbursement is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoevera Lender. (b) The Company’s reimbursement In the event that any LC Disbursement shall be made under any Fronted Letter of Credit (the date any such LC Disbursement is made being the "PARTICIPATION DATE"): (i) the Fronting Lender shall promptly notify the Agent who shall promptly notify the applicable Borrower of such payment and of the amount thereof; (ii) each LC Disbursement shall constitute the making of a Prime Rate Loan or US Base Rate Loan, as applicable, to the applicable Borrower by the Fronting Lender on the Participation Date (without limiting each Lender's obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability to the Fronting Lender in respect of any such Loan and notwithstanding the otherwise pro rata nature of Advances hereunder), even if any condition precedent to the making of such a Loan shall not have been satisfied; (iii) the Agent shall notify each Lender by facsimile or by telephone (confirmed by facsimile) of such disbursement; and (iv) immediately upon receipt of such notice, each Lender shall make its Percentage Share of such Loan in Cdn. Dollars or US Dollars, as applicable, available to the Agent for the account of the Fronting Lender by wire transfer of immediately available funds to the Agent's Branch of Account for the account of the Fronting Lender. The Fronting Lender irrevocably grants, and, in order to induce the Fronting Lender to issue its Fronted Letters of Credit hereunder, each Lender irrevocably accepts and hereby purchases from the Fronting Lender on the terms and conditions hereinafter stated, for its own account and risk, an undivided interest (equal to the Percentage Share of such Lender) in the Fronting Lender's obligations and rights under each Fronted Letter of Credit issued by the Fronting Lender pursuant to Section 2.5 and the amount of each draft paid by the Fronting Lender thereunder and the deemed Prime Rate Loan or US Base Rate Loan made hereunder to the applicable Borrower on the Participation Date. Each Lender unconditionally and irrevocably agrees with the Fronting Lender that, on or before the close of business of the Fronting Lender on each Participation Date such Lender will pay to the Agent for the account of the Fronting Lender at the Agent's Branch of Account the Lender's Percentage Share of any Prime Rate Loan or US Base Rate Loan deemed to be made to the applicable Borrower by the Fronting Lender on the Participation Date. The Fronting Lender shall notify the Agent who shall notify each Lender of the occurrence of a Participation Date and the amount payable by such Lender to the Agent for the account of the Fronting Lender based on the Percentage Share of such Lender. Any such notice may be oral if promptly confirmed in writing (including facsimile or electronic mail). If any Lender fails to make any such payment on or prior to the first Business Day after such Lender receives notice as provided above, then interest shall accrue on such Lender's obligation to make such payment during the period from such Business Day to the day such Lender makes such payment at the Default Rate. Each Lender acknowledges that its obligations to the Fronting Lender in respect of any Fronted Letter of Credit, this Agreement or any other Loan Document, (b) including the existence obligation to purchase and fund a participation in the obligations and rights of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any the Fronting Lender under each Fronted Letter of Credit and any drafts paid by it and the deemed Prime Rate Loan or US Base Rate Loan made hereunder by the Fronting Lender on the Participation Date, are absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation: (i) the occurrence and continuance of any Default; (ii) any failure or inability of any Person for whom other Lender to purchase or fund such a participation hereunder; or (iii) any such transferee may other failure by any other Lender to fulfill its obligations hereunder. Each payment by a Lender to the Fronting Lender shall be acting)made, without any offset, compensation, abatement, withholding or reduction whatsoever. (c) The Borrower shall also pay and reimburse each Lender and, if applicable, the Administrative Agent, the Issuing Fronting Lender, any for all taxes and reasonable and customary fees, charges and other costs and expenses incurred by such Lender or any other Person, whether the Fronting Lender in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions LC Disbursement (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit"LC EXPENSES"), (c) as notified by such Lender or the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Fronting Lender to the Company, or relieve Borrower through the Company Agent. Each payment in respect of any LC Expenses shall be due and payable on the date on which the Agent notifies the Borrower of its obligations hereunder to any the amount of such PersonLC Expenses and shall accrue interest if not paid on such date at the Default Rate.

Reimbursement Obligations. (ai) The Company hereby unconditionally and irrevocably agrees to Issuer shall promptly notify the Borrower of any draw or other payment under any Facility Letter of Credit. The Borrower shall reimburse the Issuing Lender Issuer for each payment or disbursement made by the Issuing Lender drawings under any such Letters of Credit or payments under Bankers Acceptances (including the Issuer's issuing costs) no later than the Business Day after the payment in respect of such Facility Letter of Credit honoring any demand for payment made by the beneficiary thereunderIssuer, in each case on together with interest thereon at the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest Base Rate plus 2% per annum from the date of payment on such Facility Letter of Credit by the Issuer to and including the date on which the Issuer is reimbursed for such payment or disbursement by the Borrower. (ii) Any Reimbursement Obligation with respect to any Facility Letter of Credit which is not paid on the date that when due in accordance with Section 2.3.5(a)(i) shall (A) if there is availability for such an Advance pursuant to Section 2.1.1, be automatically converted on such date into a Revolving Advance and shall bear interest at the Issuing Lender Floating Rate or (B) if there is reimbursed by the Company thereforno availability for an Advance pursuant to Section 2.1.1, be payable on demand, demand and bear interest until paid at a rate per annum equal to the Base Rate from time to time in effect plus sum of (a) the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, plus (b) 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever% per annum. (b) The Company’s reimbursement obligations hereunder shall Any action taken or omitted to be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever taken by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) Issuer under or in connection with any Facility Letter of Credit Credit, if taken or omitted in the absence of willful misconduct or gross negligence, shall not put the Issuer under any related matters shall result in any resulting liability of the Administrative Agent or to any Lender to or, assuming that the CompanyIssuer has complied with the procedures specified in Section 2.3.4(b) and such Lender has not given a notice contemplated by Section 2.3.6 (a) that continues in full force and effect, or relieve the Company of any such Lender of its obligations hereunder to the Issuer. In determining whether to pay under any Facility Letter of Credit, the Issuer shall have no obligation relative to the Lenders or the Borrower other than to confirm that any documents required to be delivered under such PersonFacility Letter of Credit appear to comply on their face with the requirements of such Facility Letter of Credit.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.2 that such reimbursement be financed with a Revolving Loan or Swing Line Loan in an equivalent amount. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees If GE Capital makes any payment to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any a LOC Beneficiary with respect to a Letter of Credit honoring any demand Credit, the Partnership shall reimburse GE Capital for payment made by the beneficiary thereunder, in each case amount thereof not later than the close of business on the date that Business Day on which payment by GE Capital was made and shall pay all charges and expenses relating to such payment or disbursement is made. Any amount not reimbursed on the date of and, if such payment or disbursement is not made when due, shall bear pay upon demand interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning 2.50% on the third Business Day after receipt of notice from the Issuing Lender amount of such payment or disbursement, 2%for the period commencing on and including the date of any such payment and ending on but not including the date reimbursement is received by GE Capital (after as well as before judgment). The Issuing Lender shall notify obligation of the Company and the Administrative Agent whenever any demand Partnership to reimburse GE Capital for payment is made under any Letter of Credit by payments (such obligation being herein called the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b"LOC Reimbursement Obligation") The Company’s reimbursement obligations hereunder is absolute, unconditional and irrevocable and shall be irrevocable and unconditional observed strictly in accordance with the terms of this Agreement under all circumstances whatsoever including, without limitation, the following circumstances, including : (ai) any lack of validity legality, validity, enforceability or enforceability regularity of any Letter of Credit, this Agreement or any other Loan Transaction Document; (ii) any amendment, waiver of or any consent to or departure from all or any of the Transaction Documents; (biii) the existence of any claim, set-off, defense defense, counterclaim or other right which any Loan Party the Partnership may have at any time against a beneficiary named GE Capital, the Owner Trustee, the Security Agent, the Indenture Trustee, any LOC Beneficiary or any other person, whether in a connection with this Agreement, any Letter of Credit, the Lease Documents, the Project Documents or any transferee of unrelated transaction; (iv) any statement or any other document presented under any Letter of Credit (proving to be forged, fraudulent or invalid in any respect or any Person for whom statement therein being untrue or inaccurate in any respect whatsoever; (v) payment by GE Capital under any Letter of Credit against presentation of a sight draft or certificate that does not comply with the terms of such transferee may be acting), Letter of Credit; (vi) the Administrative Agent, existence of any dispute between the Issuing Lender, Partnership and any Lender LOC Beneficiary or any other Persontransferee thereof; (vii) any error, whether omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, this Agreement, ; and (viii) any other Loan circumstance or happening whatsoever, whether or not similar to any of the foregoing. (b) Without limiting the effect of paragraph (a) above, the Partnership agrees with GE Capital that: (i) GE Capital is authorized to make payments under each Letter of Credit upon the presentation of the documents provided for therein and without regard to whether the Partnership has failed to fulfill any of its obligations with respect to any Project Document, the transactions contemplated herein Lease Document or other Financing Document or any unrelated transactions other default has occurred thereunder. (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (cii) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies GE Capital is authorized to take such action on its face with behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are specifically delegated to or required of it by the terms of the applicable Letter of Credithereof, even if together with such document should later prove powers as are reasonably incidental thereto. (iii) GE Capital shall be entitled to rely upon any certificate, notice, demand or other communication (whether by cable, telegram, telecopy, telex or other written communication) believed by it to be genuine and to have been forgedsigned or sent by the proper Person or Persons (and no such reliance or failure shall place it under any liability to the Partnership or limit or otherwise affect the Partnership's obligations under this Agreement). (iv) Any action, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action inaction or omission whatsoever by on the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) part of GE Capital under or in connection with any Letter of Credit or the instruments or documents related thereto, if in good faith and in conformity with such laws, regulations or customs as GE Capital may reasonably deem to be applicable, shall be binding upon the Partnership (and shall not place GE Capital under any related matters shall result liability to the Partnership or limit or otherwise affect the Partnership's obligations under this Agreement). (v) Notwithstanding any change or modification, with or without the consent of the Partnership, in any liability instruments or documents called for in any Letter of the Administrative Agent or any Lender to the CompanyCredit, or relieve the Company including waiver of noncompliance of any such instruments or documents with the terms of its obligations hereunder any Letter of Credit, this Agreement shall be binding on the Partnership with regard to each Letter of Credit and to any such Personaction taken by GE Capital relative thereto. (vi) The Partnership will indemnify and hold harmless GE Capital from any loss or expense arising from or in connection with any Letter of Credit (exclusive of any loss or expense arising directly from the gross negligence or wilful misconduct of GE Capital).

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the each Issuing Lender for each payment or disbursement made by the such Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the applicable Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the such Issuing Lender of such payment or disbursement, 2%. The Each Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the an Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the such Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party the Company may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing LenderLenders, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party the Company and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the an Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the an Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. ‌ (a) The Company Each Borrower hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that promptly after such payment or disbursement is made. Issuing Lender shall promptly notify in writing Borrower Representative and Agent whenever any demand for payment is made under any Letter of Credit; provided, that the failure of Issuing Lender to so notify Borrower Representative shall not affect the rights of Issuing Lender or the Lenders in any manner whatsoever. Any amount not reimbursed on the date of such payment or disbursement (whether or not through the making of a Loan pursuant to Section 2.3.4) shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender Xxxxxx is reimbursed by the Company Borrowers therefor, payable on demand, at a the interest rate per annum equal to the Base Rate from time to time in effect plus the Base for Revolving Loans which are Prime Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoeverLoans. (b) The Company’s Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (ai) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (bii) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (ciii) the validity, sufficiency or genuineness of any document which the Issuing Lender (or, as applicable, the issuer of any underlying letter of credit) has determined complies on its face with the terms of the applicable Letter of CreditCredit (or, if applicable, underlying letter of credit), even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (div) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting ; provided, that the foregoing, no action or omission whatsoever Borrowers shall not be precluded from asserting against Issuing Lender any claim for damages suffered by the Administrative Agent Borrowers to the extent caused by the bad faith, willful misconduct or any Lender (excluding any gross negligence of Issuing Lender in its capacity as the Issuing Lender) determining whether a request presented under or in connection with any Letter of Credit or any related matters shall result issued by it complied on its face with the terms of such Letter of Credit in any liability all material respects (as finally determined by a court of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Personcompetent jurisdiction).

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to Borrowers shall reimburse the Issuing Lender for each payment all reasonable legal, accounting, appraisal and other fees and expenses incurred by Lender in connection with (i) the negotiation and preparation of any of the DIP Financing Documents, any amendment or disbursement made by modification to any of the Issuing Lender under DIP Financing Documents, any Letter waiver of Credit honoring any demand for payment made by the beneficiary Default or Event of Default thereunder, in each case on or any restructuring or forbearance with respect thereto; (ii) the date that such payment or disbursement is made. Any amount not reimbursed on administration of the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company DIP Financing Documents and the Administrative Agent whenever transactions contemplated thereby; (iii) any demand for payment is made under action taken to perfect or maintain the perfection or priority of any Letter of Credit by the beneficiary thereunder; provided that the failure Lender’s Liens with respect to any of the Issuing Lender Collateral; (iv) any inspection of or audits conducted with respect to so notify the Company any Obligor’s books and records or the Administrative Agent shall not affect the rights any of the Issuing Lender or the Lenders in any manner whatsoever. Collateral; (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (av) any lack effort to verify, protect, preserve, or restore any of validity the Collateral or enforceability to collect, sell, liquidate or otherwise dispose of or realize upon any Letter of Creditthe Collateral; (vi) any litigation, this Agreement contest, dispute, suit, proceeding or any other Loan Document, action (b) the existence of any claim, set-off, defense whether instituted by or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender Obligor or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named ) in any Letter way arising out of Credit), or relating to any of the Collateral (c) or the validity, sufficiency perfection or genuineness priority of any document which the Issuing Lender has determined complies on its face with the terms of Lender’s Liens thereon), any of the applicable Letter of CreditDIP Financing Documents or the validity, even if such document should later prove to have been forged, fraudulent, invalid allowance or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance amount of any of the terms hereof. Without limiting Obligations; (vii) the foregoing, no protection or enforcement of any rights or remedies of Lender in any Insolvency Proceeding; and (viii) any other action taken by Lender to enforce any of the rights or omission whatsoever by the Administrative Agent remedies of Lender against any Obligor or any Account Debtors to enforce collection of any of the Obligations or payments with respect to any of the Collateral. All amounts chargeable to Borrowers under this Section 2.4 shall constitute Obligations that are secured by all of the Collateral and shall be payable to Lender (excluding any on demand. Borrowers shall also reimburse Lender for reasonable expenses incurred by Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company administration of any of its obligations hereunder the Collateral to the extent and in the manner provided in Article 7 hereof or in any such Personof the other DIP Financing Documents. The foregoing shall be in addition to, and shall not be construed to limit, any other provision of any of the DIP Financing Documents regarding the reimbursement by Borrowers of costs, expenses or liabilities suffered or incurred by Lender.

Reimbursement Obligations. (a) The Company In addition to the obligations of the Customer set forth in Paragraphs 2 and 3 of the Agreement, the Customer hereby unconditionally and irrevocably agrees to reimburse or pay to the Issuing Lender for each payment Bank with respect to the Credit issued, extended or disbursement made renewed by the Issuing Lender Bank hereunder, on each date that any draft presented under such Credit is honored by the Bank, or the Bank otherwise makes a payment with respect thereto, the amount of any Letter of Credit honoring taxes, fees, charges or other costs and expenses whatsoever incurred by the Bank in connection with any demand for payment made by the beneficiary thereunderBank under, in each case on the date that or with respect to, such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoeverCredit. (b) The Company’s reimbursement obligations hereunder Each such payment shall be irrevocable made to the Bank at the Bank's Address in immediately available funds. Interest on any and all amounts remaining unpaid by the Customer under this Paragraph 5 at any time from the date such amounts become due and payable (whether as stated in this Paragraph 5, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Bank on demand at the rate specified in this Agreement for overdue amounts. (c) The Customer's obligations under this Paragraph 5 shall be absolute and unconditional under any and all circumstances, including (a) any lack circumstances and irrespective of validity or enforceability the occurrence of any Letter default or Event of Default or any condition precedent whatsoever or any setoff, counterclaim or defense to payment which the Customer may have or have had against the Bank or any beneficiary of the Credit. The Customer further agrees with the Bank that the Bank shall not be responsible for, and the Customer's reimbursement obligations under this Agreement or any shall not be affected by, among other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting)things, the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency validity or genuineness of documents or of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Creditendorsements thereon, even if such document documents should later in fact prove to have been be in any or all respects invalid, fraudulent or forged, fraudulent, invalid or insufficient in any respect or any statement therein dispute between or among the Customer, the beneficiary of the Credit or any financing institution or other party to which the Credit may be transferred or any claims or defenses whatsoever of the Customer against the beneficiary of the Credit or any such transferee. The Bank shall have been untrue not be liable for any error, omission, interruption or inaccurate delay in any respecttransmission, dispatch or (d) the surrender or impairment delivery of any security for message or advice, however transmitted, in connection with the performance Credit. The Customer agrees that any action taken or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever omitted by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) Bank under or in connection with any Letter of the Credit or any and the related matters drafts and documents, if done in good faith, shall be binding upon the Customer and shall not result in any liability on the part of the Administrative Agent or any Lender Bank to the Company, or relieve the Company of any of its obligations hereunder to any such PersonCustomer.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse (i) the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit Credit, and (ii) LaSalle for each payment or disbursement made by LaSalle under any Existing Letter of Credit, honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender or LaSalle, as applicable, is reimbursed by the Company therefortherefore, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender or LaSalle, as applicable, of such payment or disbursement, 2%% per annum (meaning a year of 360 days and actual days elapsed). The Issuing Lender or LaSalle, as applicable, shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit or Existing Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender or LaSalle, as applicable, to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender Lender, LaSalle or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit or Existing Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit or an Existing Letter of Credit, any transferee of any Letter of Credit or Existing Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, LaSalle or any Lender or any other Person, whether in connection with any Letter of Credit, Existing Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit or Existing Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender or LaSalle, as applicable, has determined complies on its face with the terms of the applicable Letter of Credit or Existing Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender, or LaSalle in its capacity as the issuer of the Existing Letters of Credit) under or in connection with any Letter of Credit or Existing Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person, except for the Issuing Lender’s or LaSalle’s (in its capacity as the issuer of the Existing Letters of Credit), as applicable, gross negligence or willful misconduct.

Reimbursement Obligations. (ai) The Company Borrower hereby unconditionally and irrevocably agrees to reimburse the each Issuing Lender for each payment or disbursement made by the such Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the applicable Issuing Lender is reimbursed by the Company Borrower therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the such Issuing Lender of such payment or disbursement, 2%. The Each Issuing Lender shall notify the Company Borrower and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the an Issuing Lender to so notify the Company Borrower or the Administrative Agent shall not affect the rights of the such Issuing Lender or the Lenders in any manner whatsoever. (bii) The CompanyXxxxxxxx’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing LenderLenders, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the an Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the an Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the CompanyBorrower, or relieve the Company Borrower of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company Borrower hereby unconditionally and irrevocably agrees to reimburse the each Issuing Lender for each payment or disbursement made by the such Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the applicable Issuing Lender is reimbursed by the Company Borrower therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of written notice from the such Issuing Lender of such payment or disbursement, 2%. The Each Issuing Lender shall notify the Company Borrower and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the an Issuing Lender to so notify the Company Borrower or the Administrative Agent shall not affect the rights of the such Issuing Lender or the Lenders in any manner whatsoever. (b) The CompanyBorrower’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (ai) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (bii) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing LenderLenders, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (ciii) the validity, sufficiency or genuineness of any document which the an Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (div) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the an Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the CompanyBorrower, or relieve the Company Borrower of any of its obligations hereunder to any such Person, except to the extent caused by Administrative Agent’s or any Lender’s gross negligence or willful misconduct.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party the Company may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party the Company and the beneficiary named in any Letter of Credit), , (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company Borrower hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender Agent immediately upon demand by Agent, and in immediately available funds, for each any payment or disbursement made by the Issuing Lender Agent under any Letter of Credit, in accordance with the terms of this Agreement and any such reimbursement agreement as the Agent may employ in the ordinary course of business for its own account, which the Borrower hereby agrees to sign and deliver to Agent, upon Agent's request, as a pre-condition to availability of any Letter of Credit honoring hereunder (each such agreement, a "Letter of Credit Reimbursement Agreement"). In the event of any demand for payment direct conflict between the terms of any Letter of Credit Reimbursement Agreement and the terms of this Agreement, the terms of this Agreement shall prevail. Payment shall be made by the beneficiary thereunder, in each case Borrower with interest on the date that such payment amount so paid or disbursement is made. Any amount not reimbursed on disbursed by Agent from and including the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit to and including the date of payment, at the lesser of (i) the highest lawful rate, and (ii) the Base Rate in effect from time to time; PROVIDED, HOWEVER, that if the Borrower would be permitted under the terms of Section 2, to borrow Advances in amounts at least equal to the reimbursement obligation for a drawing under any Letter of Credit, an Advance by each Lender, in an amount equal to such Lender's Pro Rata Portion, shall automatically be deemed made on the beneficiary thereunder; provided that date of any such payment or disbursement made by Agent in the failure amount of such obligation and subject to the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights terms of the Issuing Lender or the Lenders in any manner whatsoeverthis Agreement. (b) The Company’s Upon an Event of Default hereunder, the Borrower hereby also agrees to pay to Agent immediately upon demand by Agent and in immediate available funds, as security for its reimbursement obligations hereunder shall be irrevocable in respect of the Letters of Credit under Section 4.3(a) hereof and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or Credit Reimbursement Agreements and for any other amounts payable hereunder and under the Revolving Credit Notes and the Term Loan DocumentNotes, (ban amount equal to the aggregate amount available to be drawn under Letters of Credit then outstanding, irrespective of whether the Letters of Credit have been drawn upon. Any such payments shall be deposited in a separate account designated "Heico Letter of Credit Account" or such other designation as Agent shall elect. All such amounts deposited with Agent shall be and shall remain funds of the Borrower on deposit with Agent and may be invested by Agent as Agent shall determine. Such amounts may not be used by Agent to pay the drawings under the Letters of Credit; however, such amounts may be used by Agent as reimbursement of Letter of Credit drawings which Agent has paid. If any amounts in the Heico Letter of Credit Account shall have been deposited upon the occurrence of an Event of Default, and such Event of Default shall have been subsequently cured or waived and no other Event of Default exists, such amounts shall be returned to the Borrower upon Borrower's written request and the Borrower shall be relieved of its obligations under this Section 4.3(b) until an Event of Default once again occurs. During the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter an Event of Credit, any transferee Default but after the expiration of any Letter of Credit (or that was not drawn upon, the Borrower may direct the Agent to use any Person cash collateral for whom any such transferee expired Letter of Credit, if any, to reduce the amount of the Obligations. Any amounts remaining in the Heico Letter of Credit Account, after the Revolving Credit Termination Date and after the expiration of all Letters of Credit and after all Obligations have been paid in full, shall be repaid to the Borrower promptly after such expiration and such payment in full. (c) The obligations of the Borrower under this Section 4.3 will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by the Borrower and until all other Obligations shall have been paid in full. (d) The Borrower shall be obligated to reimburse Agent upon demand for all amounts paid under the Letters of Credit as set forth in Section 4.3(a) hereof; provided, however, if the Borrower for any reason fails to reimburse Agent in full upon demand, whether by borrowing Advances to pay such reimbursement obligations or otherwise, the Lenders shall reimburse Agent in accordance with each Lender's Pro Rata Portions for amounts due and unpaid from the Borrower as set forth in Section 4.4 hereof; provided, however, that no such reimbursement made by the Lenders shall discharge the Borrower's obligations to reimburse Agent. (e) The Borrower shall indemnify and hold Agent and each Lender, its officers, directors, representatives and employees harmless from loss of any claim, demand or liability which may be acting)asserted against Agent or such indemnified party in connection with actions taken under the Letters of Credit or in connection therewith, the Administrative and shall pay Agent for reasonable fees of attorneys (who may be employees of Agent, the Issuing Lender, any Lender ) and legal costs paid or any other Person, whether incurred by Agent in connection with any Letter matter related to the Letters of Credit, except only for losses and liabilities incurred as a direct result of the gross negligence of wilful misconduct of Agent or such indemnified party. If the Borrower for any reason fails to indemnify or pay Agent or such indemnified party as set forth herein in full, the Lenders shall indemnify and pay Agent upon demand, in accordance with each Lender's Pro Rata Portion of such amounts due and unpaid from Borrower. The provisions of this Section 4.3(e) shall survive the termination of this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the each Issuing Lender for each payment or disbursement made by the such Issuing Lender under any Letter of Credit issued by such Issuing Lender honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the such Issuing Lender is reimbursed by the Company thereforfor such amount, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin for Revolving Loans and Swing Line Loans from time to time in effect plus, beginning on the third Business Day after receipt of notice from the such Issuing Lender of such payment or disbursement, 2%. The applicable Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit issued by such Issuing Lender by the beneficiary thereunder; provided that the failure of the such Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the such Issuing Lender or the Lenders in any manner whatsoever. (b) . The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (ai) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (bii) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the an Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (ciii) the validity, sufficiency or genuineness of any document which the an Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (div) the surrender or impairment of any security for the performance or observance of any of the terms hereofhereof or (v) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Company’s obligations hereunder. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the an Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse If the Issuing Lender Payer receives a notice of demand for each reimbursement in respect of payment or disbursement made by the Issuing Lender under any a Letter of Credit honoring from the LC Bank pursuant to the terms of the LC Issuance Agreement, the Payer shall immediately notify the Payee of the amount demanded and the date on which it is payable. To the extent any demand for payment made portion of the Payee Cash Collateral is applied by the beneficiary thereunder, LC Bank in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date satisfaction of such payment or disbursement demand, Payer shall bear interest from reimburse Payee such amount of Payee Cash Collateral so applied by paying to Payee the date Dollar equivalent of such payment or disbursement amount of Payee Cash Collateral so applied determined by reference to the date that the Issuing Lender is reimbursed Fixed Exchange Rate. Such payment shall be made within five (5) Business Days of application of Payee Cash Collateral by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoeverLC Bank. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstancesPayer, including (a) any lack in respect of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any each Letter of Credit issued or deemed issued under the LC Issuance Agreement, unconditionally and irrevocably: (i) agrees that its obligations under this Agreement and the other Reimbursement Obligations shall not be affected by any act, omission, matter or thing which but for this provision might operate to release, prejudice or otherwise exonerate the Payer from its obligations under this Agreement and the other Reimbursement Obligations, in whole or in part, including without limitation and whether or not known to the Payer: (A) any Person for whom time or waiver granted to or composition with the Payee, the LC Bank, the beneficiary of any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result other person; (B) any taking, variation, compromise, exchange, renewal or release of, refusal or neglect to perfect, take-up or enforce, any rights, remedies or securities available to the Payee or any other Person or arising under any such Letter of Credit or any other LC Issuance Document; (C) any variation or extension of or increase in liabilities under any liability such Letter of Credit and any other LC Issuance Documents made with the prior written consent of the Administrative Agent Payee, so that references in this Agreement and the other Reimbursement Documents to the same shall include each such variation, extension and variation; (D) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any beneficiary under a Letter of Credit or any Lender other person; or (E) any insolvency or similar proceedings. (c) The obligations of the Payer under this Section 2.02 shall be continuing, shall extend to the Company, ultimate balance of the obligations and liabilities of the Payer under this Section 2.02 and shall continue in force notwithstanding any intermediate payment in part of such obligations or relieve the Company of any of its obligations hereunder to any such Personliabilities.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse (either with the proceeds of a Loan as provided for in this Section 2.3.3 or with funds from other sources) each Issuing Lender for each payment or disbursement made by the such Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Unless the Company shall immediately notify the Issuing Lender that the Company intends to reimburse the Issuing Lender for such drawing from other sources or funds and subject to the satisfaction of the conditions set forth in Section 12.2 in all respects, the Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent, and the Company hereby authorizes, empowers, and directs the Administrative Agent, for the benefit of the Secured Parties and the Issuing Lender, to disburse directly, as a Loan hereunder, to the Issuing Xxxxxx, with notice to the Company in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, costs and expenses, and fees due to the Issuing Lender pursuant to this Credit Agreement. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the applicable Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third (3rd) Business Day after receipt of notice from the such Issuing Lender of such payment or disbursement, two percent (2%). The Each Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the an Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the such Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party the Company may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing LenderLenders, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party the Company and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the an Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the an Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which that the Company or any Loan Party Subsidiary may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any other Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions transaction (including any underlying transaction between the Company or any Loan Party Subsidiary and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which that the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters matter shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person; provided, however, that the foregoing shall not be deemed to relieve any Lender of any liability arising out of or relating to its gross negligence or willful misconduct (as finally determined by a non-appealable ruling of a court of competent jurisdiction).

Reimbursement Obligations. (a) The Company Borrowers, jointly and severally, hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is mademade (including without limitation, through Borrower’s use of funds from borrowings under this Agreement). Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company Borrowers therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent Borrowers whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent Borrowers shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the CompanyBorrowers, or relieve the Company Borrowers of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company Borrowers hereby jointly and severally and unconditionally and irrevocably agrees agree to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is mademade subject to the terms of the Master Letter of Credit Agreement. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company Borrowers therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s Borrowers’ joint and several reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstancescircumstances (other than as set forth in the Master Letter of Credit Agreement), including (ai) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (bii) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (ciii) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (div) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the CompanyBorrowers, or relieve the Company any Borrowers of any of its their obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby Borrower shall be irrevocably and unconditionally and irrevocably agrees obligated forthwith to reimburse the Issuing Lender for each payment or disbursement made any amounts paid by the Issuing Lender upon any drawing under any a Letter of Credit honoring Credit, together with any demand and all reasonable charges and expenses which such Issuing Lender may pay or incur relative to such drawing or payment and interest on the amount drawn or paid at the rate applicable to Base Rate Loans for each day from and including the date such amount is drawn or paid to but excluding the date such reimbursement payment is due and payable. Such reimbursement payment shall be due and payable (i) at or before 2:00 P.M. (New York time or the relevant local time, as applicable) on the third Business Day after the date the Issuing Lender notifies the Borrower of such drawing or payment; provided that no payment otherwise required by this sentence to be made by the beneficiary thereunderBorrower at or before 2:00 P.M. (New York time or the relevant local time, as applicable) on any day shall be overdue hereunder if arrangements for such payment satisfactory to the Issuing Lender, in each case its reasonable discretion, shall have been made by the Borrower at or before 2:00 P.M. (New York time or the relevant local time, as applicable) on the date that such day and such payment is actually made at or disbursement is madebefore 3:00 P.M. (New York time or the relevant local time, as applicable) on such day. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement In addition to the date that foregoing, the Borrower agrees to pay to the Issuing Lender is reimbursed by the Company thereforLenders interest, payable on demand, on any and all amounts not paid by the Borrower to the Issuing Lenders when due under this subsection (o), for each day from and including the date when such amount becomes due to but excluding the date such amount is paid in full, whether before or after judgment, at a rate per annum equal to the sum of 2.00% plus the rate applicable to Base Rate from time Loans for such day. Subject to time the satisfaction of all applicable conditions set forth in effect plus Article IV, the Base Rate Margin from time Borrower may, at its option, utilize the Swingline Commitment or the Revolving Commitments, or make other arrangements for payment satisfactory to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender Lenders, for the reimbursement of such all LC Disbursements as required by this subsection (o). Each reimbursement payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is to be made under any Letter of Credit by the beneficiary thereunder; provided that the failure of Borrower pursuant to this subsection (o) shall be made to the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense Federal or other right which any Loan Party may have funds immediately available to it at any time against a beneficiary named its address referred to in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such PersonSection 10.01.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. ; provided that the Company shall not be precluded from asserting any claim for direct damages suffered by the Company to the extent caused by the willful misconduct or gross negligence of the Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit, or the Issuing Lender's failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms of such Letter of Credit.. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 23%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s 's reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company Loan Parties hereby unconditionally and irrevocably agrees agree to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company Loan Parties therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s Loan Parties’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Companyany Loan Party, or relieve the Company any Loan Party of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (ai) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is mademade and in an amount equal to the Dollar Equivalent of the amount of such payment or disbursement. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (bii) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional In determining whether to pay under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or the Issuing Lender shall not have any obligation to the Company other Loan Document, (b) than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and comply on their face with the existence requirements of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a such Letter of Credit, any transferee of any Letter of Credit (. Any action taken or any Person for whom any such transferee may omitted to be acting), the Administrative Agent, taken by the Issuing Lender, any Lender under or any other Person, whether in connection with any Letter of Credit, this Agreementif taken or omitted in the absence of gross negligence and willful misconduct, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which shall not impose upon the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company and shall not reduce or impair the Company, or relieve the Company of any of its ’s reimbursement obligations hereunder to any such Personset forth in Section 2.3.3(a).

Reimbursement Obligations. (ai) The Company Borrowers hereby unconditionally and irrevocably agrees agree to reimburse the Issuing Lender Bank for each payment or disbursement made by the Issuing Lender Bank under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender Bank is reimbursed by the Company Borrowers therefor, payable on demand, at a rate per annum equal to the Alternate Base Rate from time to time in effect plus the Base Rate Applicable Margin from time to time in effect plus, beginning on upon the third Business Day after receipt election of notice from the Issuing Lender of such payment Bank, any Agent or disbursementthe Required Lenders, 2%% (without duplication of any default interest charge imposed on such unreimbursed amounts, if any, pursuant to Section 2.07). The Issuing Lender Bank shall notify the Company Borrowers and the Administrative Collateral Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender Bank to so notify the Company Borrowers or the Administrative Collateral Agent shall not affect the rights of the Issuing Lender Bank or the Lenders in any manner whatsoever. (bii) The Company’s Borrower's reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative any Agent, the Issuing LenderBank, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender Bank has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative any Agent or any Lender (excluding any Lender in its capacity as the Issuing LenderBank) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative any Agent or any Lender to the CompanyBorrowers, or relieve the Company Borrowers of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company Borrower hereby unconditionally and irrevocably agrees to reimburse Administrative Agent and the Issuing Lender Bank immediately upon demand by Administrative Agent, and in immediately available funds, for each any payment or disbursement made by Administrative Agent or the Issuing Lender Bank under any Letter of Credit honoring any demand for payment Credit. Payment shall be made by the beneficiary thereunder, in each case Borrower with interest on the date that such payment amount so paid or disbursement is made. Any amount not reimbursed on disbursed by Administrative Agent or the Issuing Bank from and including the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by to and including the beneficiary thereunder; provided that date of payment, at the failure lesser of (i) the Highest Lawful Rate, and (ii) the sum of the Issuing Base Rate in effect from time to time plus 2% per annum; provided, however, that if the Borrower would be permitted under the terms of Section 2.01, Section 2.02 and Section 4.02 to borrow Advances in amounts at least equal to their reimbursement obligation for a drawing under any Letter of Credit, a Base Advance by each Lender in an amount equal to so notify such Lender's Specified Percentage shall automatically be deemed made on the Company date of any such payment or disbursement made by Administrative Agent or the Administrative Agent shall not affect Issuing Bank in the rights amount of such obligation and subject to the Issuing Lender or the Lenders in any manner whatsoeverterms of this Agreement. (b) The Company’s Borrower hereby also agrees to pay to Administrative Agent immediately upon demand by Administrative Agent or the Issuing Bank and in immediately available funds, as security for its reimbursement obligations in respect of the Letters of Credit under Section 3.03(a) hereof and any other amounts payable hereunder and under the Notes, an amount equal to the aggregate amount available to be drawn under Letters of Credit then outstanding, irrespective of whether the Letters of Credit have been drawn upon, upon an Event of Default. Any such payments shall be irrevocable deposited in a separate account designated "World Access Special Account" or such other designation as Administrative Agent shall elect. All such amounts deposited with Administrative Agent shall be and unconditional shall remain funds of the Borrower on deposit with Administrative Agent and may be invested by Administrative Agent as Administrative Agent shall determine. Such amounts may not be used by Administrative Agent or the Issuing Bank to pay the drawings under all circumstancesthe Letters of Credit; however, including (a) any lack of validity or enforceability of any such amounts may be used by Administrative Agent and the Issuing Bank as reimbursement for Letter of Credit, this Agreement Credit drawings which Administrative Agent or any other Loan Document, (b) the Issuing Bank has paid. During the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter an Event of Credit, any transferee Default but after the expiration of any Letter of Credit (that was not drawn upon, the Borrower may direct Administrative Agent or the Issuing Bank to use any Person cash collateral for whom any such transferee may expired Letter of Credit, if any, to reduce the amount of the Obligations. Any amounts remaining in the World Access Special Account after the date of the expiration of all Letters of Credit and after all Obligations have been paid in full, shall be acting)repaid to the Borrower promptly after such expiration and such payment in full. (c) The obligations of the Borrower under this Section 3.03 will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by the Borrower and until all other Obligations shall have been paid in full. (d) The Borrower shall be obligated to reimburse Administrative Agent and the Issuing Bank upon demand for all amounts paid under the Letters of Credit as set forth in Section 3.03(a) hereof; provided, however, if the Borrower for any reason fails to reimburse Administrative Agent or the Issuing Bank in full upon demand, whether by failing to or not being permitted to borrow Advances to pay such reimbursement obligations or otherwise, the Lenders shall reimburse Administrative Agent and the Issuing Bank in accordance with each Lender's Specified Percentage for amounts due and unpaid from the Borrower as set forth in Section 3.04 hereof; provided, however, that no such reimbursement made by the Lenders shall discharge the Borrower's obligations to reimburse Administrative Agent or the Issuing Bank. (e) The Borrower and the Parent shall indemnify and hold Administrative Agent, the Issuing Bank, or any Lender, its officers, directors, representatives and employees harmless from loss for any Lender claim, demand or any other Personliability which may be asserted against Administrative Agent, whether the Issuing Bank, or such indemnified party in connection with actions taken under the Letters of Credit or in connection therewith (INCLUDING LOSSES RESULTING FROM THE NEGLIGENCE OF ADMINISTRATIVE AGENT OR SUCH INDEMNIFIED PARTY), and shall pay Administrative Agent and the Issuing Bank for reasonable fees of attorneys (who may be employees of Administrative Agent and the Issuing Bank) and legal costs paid or incurred by Administrative Agent and the Issuing Bank in connection with any Letter matter related to the Letters of Credit, except for losses and liabilities incurred as a direct result of the gross negligence or wilful misconduct of Administrative Agent, the Issuing Bank, or such indemnified party. If the Borrower for any reason fails to indemnify or pay Administrative Agent, the Issuing Bank or such indemnified party of Administrative Agent as set forth herein in full, the Lenders shall indemnify and pay Administrative Agent upon demand, in accordance with each Lender's Specified Percentage of such amounts due and unpaid from the Borrower. The provisions of this Section 3.03(e) shall survive the termination of this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company Applicant hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each Bank forthwith upon demand in an amount equal to any payment or disbursement made by the Issuing Lender Bank under any Guarantee, any Letter of Credit honoring or any demand for payment made time draft issued pursuant thereto, together with interest on the amount so paid or disbursed by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on Bank from and including the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to but not including the date that the Issuing Lender Bank is reimbursed by the Company therefor, payable on demand, Applicant at a rate per annum equal to the Base Prime Rate from time to time in effect plus 2% per annum (or, if less, the Base Rate Margin from time maximum rate permitted by applicable law). Without limiting the obligations of the Applicant hereunder to time in effect plusreimburse the Bank for any payments or disbursements by the Bank under the Letter of Credit, beginning on it is acknowledged and agreed that if any such payment or disbursement under the third Business Day after receipt Letter of notice from Credit is made to reimburse the Issuing Lender Bank for a payment or disbursement under a Guarantee, then the obligation of the Applicant to reimburse the Bank for such payment or disbursement under the Guarantee shall be discharged to the extent of such payment or disbursement, 2%disbursement under the Letter of Credit. The Issuing Lender shall notify obligation of the Company Applicant to reimburse the Bank under this Section 4 for payments and disbursements made by the Administrative Agent whenever Bank under any demand for payment is made under Guarantee, any Letter of Credit by or any time draft issued pursuant thereto shall be absolute and unconditional under any and all circumstances, including, without limitation, the beneficiary thereunder; provided that the following: (a) any failure of any Item presented under any Credit to comply strictly with the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights terms of the Issuing Lender or the Lenders in any manner whatsoever.such Credit; (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstancesthe legality, including (a) any lack of validity validity, regularity or enforceability of any Letter Credit or of Credit, this Agreement any Item presented thereunder; (c) any defense based on the identity of the transferee of any Credit or any other Loan Document, the sufficiency of the transfer if such Credit is transferable; (bd) the existence of any claim, set-off, defense or other right which any Loan Party that the Applicant may have at any time against a any beneficiary named in a Letter of Credit, any or transferee of any Letter of Credit (or any Person for whom any such transferee may be acting)Credit, the Administrative Agent, the Issuing Lender, any Lender Bank or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein hereby or any unrelated transactions transaction; (including e) any underlying transaction between Item presented under any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove Credit proving to have been be forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been being untrue or inaccurate in any respect; (f) honor of a demand for payment presented electronically even if any Credit requires that demand be in the form of a draft; (g) waiver by the Bank of any requirement that exists for the Bank's protection and not the protection of the Applicant or any waiver by the Bank which does not in fact materially prejudice the Applicant; (h) any payment made by the Bank in respect of an Item presented after the date specified as the expiration date of, or the date by which documents must be received under, any Credit if payment after such date is authorized by the ISP, the UCC or the UCP, as applicable; or (di) the surrender any other circumstance or impairment of any security for the performance happening whatsoever, whether or observance of not similar to any of the terms hereof. Without limiting foregoing; provided that the foregoing, no action Applicant shall not be obligated to reimburse the Bank for any wrongful payment or omission whatsoever disbursement made by the Administrative Agent or Bank under any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with Guarantee, any Letter of Credit as a result of any act or any related matters shall result in any liability omission constituting gross negligence, bad faith or willful misconduct on the part of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such PersonBank.

Reimbursement Obligations. (a) The Company Parent (in the case of Parent Letters of Credit) or the applicable German Opco (in the case of German Letters of Credit requested by such applicable German Opco) hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any such Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is mademade (such reimbursement to be made in the currency in which such payment or disbursement was made unless (in the case of a payment or disbursement in Euros) the Issuing Lender has notified the applicable Borrower that it requires such reimbursement to be in Dollars in which case such reimbursement shall be in Dollars in the Dollar Equivalent of the amount of such payment or disbursement). Any amount not reimbursed by 11:00 a.m. (Chicago time) on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company thereforapplicable Borrower therefor (if such reimbursement is made on the date such payment or disbursement is made but after 11:00 a.m. (Chicago time) on such date, the applicable Borrower shall owe one day’s worth of interest), payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plusplus (if the Required Lenders so elect), beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, an additional 2%% per annum (and in connection with the provisions of this sentence the Issuing Lender may require any reimbursement obligations in Euros to be converted into Dollars at the Dollar Equivalent and the applicable Borrower shall indemnify and hold the applicable Lenders harmless from any loss resulting from such conversion). The Issuing Lender shall notify the Company Parent (in the case of Parent Letters of Credit) or the applicable German Opco (in the case of German Letters of Credit requested by such applicable German Opco) and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company applicable Borrower or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The CompanyParent’s (in the case of Parent Letters of Credit) or the applicable German Opco’s (in the case of German Letters of Credit requested by such applicable German Opco) reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which the Parent or any Loan Party of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Parent or any Loan Party of its Subsidiaries and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the failure of any requested drawing under any Letter of Credit to comply with the requirements of any Letter of Credit, (e) the surrender or impairment of any security for the performance or observance of any of the terms hereofhereof or (f) any other circumstance that the Master Letter of Credit Agreement provides will not affect such reimbursement. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the CompanyParent (or any of its Subsidiaries), or relieve the Company Parent (or any of its applicable Subsidiaries) of any of its obligations hereunder under any Loan Document to any such Person.

Reimbursement Obligations. (a) The Company Borrowers hereby unconditionally and irrevocably agrees agree to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Issuing Lender shall promptly notify Administrative Borrower and Agent whenever any demand for payment is made under any Letter of Credit; provided, that the failure of Issuing Lender to so notify Administrative Borrower shall not affect the rights of Issuing Lender or Lenders in any manner whatsoever. Any amount not reimbursed on the date of such payment or disbursement (whether or not through the making of a Loan pursuant to Section 2.3.4) shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company Borrowers therefor, payable on demand, at a the interest rate per annum equal to the Base Rate from time to time in effect plus the for Revolving Loans which are Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoeverLoans. (b) The Company’s Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (ai) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (bii) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (ciii) the validity, sufficiency or genuineness of any document which the Issuing Lender (or, as applicable, the issuer of any underlying letter of credit) has determined complies on its face with the terms of the applicable Letter of CreditCredit (or. if applicable, underlying letter of credit), even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (div) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company In the case of a Letter of Credit denominated in Dollars, the US Borrowers hereby unconditionally and irrevocably agrees irrevocably, and jointly and severally, agree to reimburse the Issuing Lender in Dollars for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. In the case of a Letter of Credit denominated in an Alternative Currency, the US Borrowers hereby unconditionally, and jointly and severally agree, and the Non-US Borrower hereby unconditionally and irrevocably, and severally agrees, to reimburse the Issuing Lender in such Alternative Currency. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company Borrowers therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company Borrowers and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company Borrowers or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary - 29 - named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Companyany Borrower, or relieve the Company any Borrower of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company Seller hereby unconditionally agrees, to the extent permitted by law, to be responsible for Seller's agents’ and irrevocably agrees employees’ acts or omissions within the scope of their duties which cause injury to reimburse persons or property, arising after the Issuing Lender Closing Date. This Section 26(a) shall survive the consummation of the transactions contemplated in this Agreement for each payment or disbursement made by a period of twelve (12) months after Closing. Notwithstanding anything in this Agreement to the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereundercontrary, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement no event shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand Seller’s aggregate liability for payment is made all liabilities arising under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoeverthis Section 26(a) exceed $750,000. (b) The Company’s reimbursement obligations hereunder Buyer hereby agrees, to the extent permitted by law, to be responsible for Buyer's agents’ and employees’ acts and omissions within the scope of their duties which cause injury to persons or property, arising after the Closing Date. This Section 26(b) shall be irrevocable and unconditional under all circumstances, including (a) any lack survive the consummation of validity or enforceability of any Letter of Credit, the transactions contemplated in this Agreement or any other Loan Document, for a period of twelve (b12) months after Closing. (c) Any party entitled to reimbursement under this Agreement (the existence "Reimbursed Party") shall give prompt written notice to the party against whom reimbursement is sought pursuant to this Agreement (the "Reimbursing Party") as to the assertion of any claim, set-offor the commencement of any suit, defense action or other right proceeding in respect of which reimbursement may be sought under this Agreement. Except as otherwise provided in Section 26(a) and Section 26(b) hereof, the omission of the Reimbursed Party to notify the Reimbursing Party of any Loan such claim shall not relieve the Reimbursing Party from any liability in respect of such claim that such Reimbursing Party may have at to the Reimbursed Party on account of this Agreement, except, however, the Reimbursing Party shall be relieved of liability to the extent that the failure so to notify (i) shall have caused material prejudice to the defense of such claim, or (ii) shall have materially increased the costs or liability of the Reimbursing Party by reason of the inability or failure of the Reimbursing Party (because of the lack of prompt notice from the Reimbursed Party) to be involved in any time against a beneficiary named in a Letter investigations or negotiations regarding any such claim, nor shall the omission of Credit, any transferee the Reimbursed Party to notify the Reimbursing Party of any Letter of Credit (or such claim relieve the Reimbursing Party from any Person for whom other liability that the Reimbursing Party may have to the Reimbursed Party. In case any such transferee may claim shall be acting)asserted or commenced against an Reimbursed Party and such Reimbursed Party shall notify the Reimbursing Party thereof, the Administrative AgentReimbursing Party shall be entitled to participate in the negotiation or administration thereof and, to the extent such Reimbursing Party may desire, to assume the defense thereof with counsel reasonably satisfactory to the Reimbursed Party, and, after notice from the Reimbursing Party to the Reimbursed Party of such Reimbursing Party's election so to assume the defense thereof, which notice shall be given within thirty (30) days of the Reimbursing Party's receipt of such notice from such Reimbursed Party, the Issuing Lender, Reimbursing Party will not be liable to the Reimbursed Party hereunder for any Lender legal or any other Person, whether expenses subsequently incurred by the Reimbursed Party in connection with the defense thereof other than reasonable costs of investigation. In the event that the Reimbursing Party does not desire to assume the defense, conduct or settlement of any Letter of Credit, this Agreement, any other Loan Documentclaim, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Reimbursed Party and shall not settle such claim without the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms written consent of the applicable Letter of CreditReimbursing Party, even if such document should later prove to have been forged, fraudulent, invalid which consent shall not be unreasonably withheld or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or delayed. (d) Nothing in this Section 26 shall be construed to mean that the surrender Buyer or impairment Seller shall be responsible for any obligations, acts or omissions of any security others prior to Closing except for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender such obligations and liabilities expressly assumed pursuant to the Company, or relieve the Company of any of its obligations hereunder to any such Personthis Agreement.

Reimbursement Obligations. (a) The Company Borrower hereby unconditionally and irrevocably agrees to reimburse pay to Lender the Issuing following (collectively, the “Reimbursement Obligations”): (i) On the date of each drawing under a Letter of Credit, a sum equal to (A) the amount of such drawing under the Letter of Credit to the extent actually paid by Lender for each payment plus (B) any and all transaction charges or disbursement made other charges and expenses which Lender may pay or incur relative to the drawing or Letter of Credit; (ii) Upon the date incurred, any and all expenses incurred by Lender in enforcing any rights under this Agreement, any of the Issuing other Loan Documents, or under any agreement, document or instrument securing Lender’s rights under this Agreement; and (iii) All payments or drawings due and owing to Lender under which are related to any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest payable from the date such amounts become payable (in the case of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, an amount payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing date Lender of such payment or disbursementis first entitled to demand payment, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any regardless as to whether a demand for payment is made under any actually made) until payment in full, at an annual rate at all times equal to the Letter of Credit Interest Rate, but in no event above the maximum rate permitted by law. Interest accruing pursuant to this Section 3.2(a)(iii) shall be due and payable on the beneficiary thereunder; provided that day on which amounts due hereunder are paid or earlier upon demand of Lender. All interest becoming due and payable under this Agreement shall be computed on the failure basis of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights actual number of the Issuing Lender or the Lenders in any manner whatsoeverdays elapsed and a year of 360 days. (b) The Company’s reimbursement obligations hereunder Reimbursement Obligations shall be irrevocable and unconditional under all circumstances, including (a) any lack paid as herein provided without notice from or demand of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party to Borrower. The Reimbursement Obligations and the beneficiary named in any Letter other obligations from Borrower to Lender shall at all times be full recourse obligations of Credit), Borrower. (c) Lender, in its sole and absolute discretion, is authorized, but not obligated, to make Advances under the validity, sufficiency Note without notice to Borrower or genuineness any Guarantor to satisfy any amounts owing to Lender by Borrower as a result of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Persondrawing.

Reimbursement Obligations. (a) The Company Each of the Borrowers hereby jointly and severally unconditionally and irrevocably agrees to reimburse the Issuing Lender Bank for each payment or disbursement made by the Issuing Lender Bank under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any If any such amounts can not be reimbursed by the making of a Revolving Loan for any reason, any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender Bank is reimbursed by the Company any Borrower therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Revolving Loan Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender Bank of such payment or disbursement, 2%. The Issuing Lender Bank shall notify the Company Loan Party Representative and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender Bank to so notify the Company Loan Party Representative or the Administrative Agent shall not affect the rights of the Issuing Lender Bank or the Facility A Lenders in any manner whatsoever. (b) The Company’s Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing LenderBank, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender Bank has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as excluding, for purposes hereof, the Issuing LenderBank) under or in connection with any Letter of Credit or any related matters shall shall, absent gross negligence or willful misconduct, result in any liability of the Administrative Agent or any Lender to the Companyany Loan Party, or relieve the Company any Loan Party of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company Foreign Borrower hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender Administrative Agent immediately upon demand by Administrative Agent, and in immediately available funds, for each any payment or disbursement made by the Issuing Lender Administrative Agent under any Letter of Credit. Administrative Agent shall notify Foreign Borrower within one Business Day of its receipt of a draw request with respect to a Letter of Credit honoring any demand for payment issued in a currency other than Dollars. Foreign Borrower, within one Business Day of receipt of such notice from Administrative Agent, shall notify Administrative Agent whether Foreign Borrower intends to make funds available to Administrative Agent in such currency. Payment shall be made by the beneficiary thereunder, in each case Foreign Borrower with interest on the date that such payment amount so paid or disbursement is made. Any amount not reimbursed on disbursed by Administrative Agent from and including the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit to and including the date of payment (which shall be no later than 5 days after the date of demand by the beneficiary thereunderAdministrative Agent), at the lesser of (i) the Highest Lawful Rate, and (ii) the sum of the Base Rate in effect from time to time plus 2.00% per annum; provided provided, however, that if the Foreign Borrower would be permitted under the terms of Section 2.01, Section 2.02 and Section 4.02 to borrow Foreign Revolver Advances in amounts at least equal to their reimbursement obligation for a drawing under any Letter of Credit, a Base Advance by each Lender, in an amount equal to such Lender's Foreign Revolver Specified Percentage, shall automatically be deemed made on the date of any such payment or disbursement made by Administrative Agent in the amount of such obligation and subject to the terms of this Agreement. To the extent that the failure of the Issuing Lender Foreign Borrower fails to so notify the Company or reimburse the Administrative Agent shall for funds disbursed as a result of a funding under a Letter of Credit when a Base Advance is not affect the rights available within 5 days of the Issuing Lender or demand for such payment by the Lenders Administrative Agent, interest on such disbursement shall accrue at the lesser of (i) the Highest Lawful Rate, and (ii) the sum of the Base Rate in any manner whatsoevereffect from time to time plus 4.00% per annum. (b) The Company’s Foreign Borrower hereby also agrees to pay to Administrative Agent immediately upon demand by Administrative Agent and in immediately available funds, as security for their reimbursement obligations in respect of the Letters of Credit under Section 3.03(a) hereof and any other amounts payable hereunder shall and under the Notes, an amount equal to the aggregate Dollar amount available to be irrevocable and unconditional drawn under all circumstances, including Letters of Credit then outstanding (a) any lack of validity or enforceability of if any Letter of Credit is denominated in a currency other than Dollars, the Dollar equivalent of such currency), irrespective of whether the Letters of Credit have been drawn upon, upon an Event of Default. Any such payments shall be deposited in a separate account designated "Pacific Gateway Exchange (Bermuda) Limited Special Account" or such other designation as Administrative Agent shall elect. All such amounts deposited with Administrative Agent shall be and shall remain funds of the Foreign Borrower on deposit with Administrative Agent and may be invested by Administrative Agent as Administrative Agent shall determine. Such amounts may not be used by Administrative Agent to pay the drawings under the Letters of Credit; however, this Agreement or any other Loan Document, (b) such amounts may be used by Administrative Agent as reimbursement for Letter of Credit drawings which Administrative Agent has paid. During the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter an Event of Credit, any transferee Default but after the expiration of any Letter of Credit that was not drawn upon, the Foreign Borrower may direct the Administrative Agent to use any cash collateral for any such expired Letter of Credit, if any, to reduce the amount of the Obligations. Any amounts remaining in the Pacific Gateway Exchange (Bermuda) Limited Special Account, after the date of the expiration of all Letters of Credit and after all Obligations have been paid in full, or after the Event of Default shall cease to exist shall be repaid to the Foreign Borrower promptly thereafter. (c) The obligations of the Foreign Borrower under this Section 3.03 will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by the Foreign Borrower and until all other Obligations shall have been paid in full. (d) The Foreign Borrower shall be obligated to reimburse Administrative Agent upon demand for all amounts paid under the Letters of Credit as set forth in Section 3.03(a) hereof; provided, however, if the Foreign Borrower for any reason fails to reimburse Administrative Agent in full upon demand, whether by borrowing Foreign Revolver Advances to pay such reimbursement obligations or otherwise, the Lenders shall reimburse Administrative Agent in accordance with each Lender's Foreign Revolver Specified Percentage for amounts due and unpaid from the Foreign Borrower as set forth in Section 3.04 hereof; provided, however, that no such reimbursement made by the Lenders shall discharge the Foreign Borrower's obligations to reimburse Administrative Agent. (e) The Foreign Borrower shall indemnify and hold Administrative Agent or any Person Lender, its officers, directors, representatives and employees harmless from loss for whom any such transferee claim, demand or liability which may be actingasserted against Administrative Agent or such indemnified party in connection with actions taken under the Letters of Credit or in connection therewith (INCLUDING LOSSES RESULTING FROM THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE) OF ADMINISTRATIVE AGENT OR SUCH INDEMNIFIED PARTY), the and shall pay Administrative Agent for reasonable fees of attorneys (who may be employees of Administrative Agent, the Issuing Lender, any Lender ) and legal costs paid or any other Person, whether incurred by Administrative Agent in connection with any Letter matter related to the Letters of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party except for losses and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms liabilities incurred as a direct result of the applicable Letter gross negligence or wilful misconduct of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or such indemnified party. If the Foreign Borrower for any Lender (excluding any Lender in its capacity as the Issuing Lender) under reason fails to indemnify or in connection with any Letter of Credit or any related matters shall result in any liability of the pay Administrative Agent or any Lender to such indemnified party as set forth herein in full, the CompanyLenders shall indemnify and pay Administrative Agent upon demand, or relieve in accordance with each Lender's Foreign Revolver Specified Percentage of such amounts due and unpaid from the Company Foreign Borrower. The provisions of any this Section 3.03(e) shall survive the termination of its obligations hereunder to any such Personthis Agreement.

Reimbursement Obligations. Each Borrower shall reimburse the Agent for all Extraordinary Expenses incurred by the Agent in reference to such Borrower or its related Loan Party Group Obligations or Collateral of its related Loan Party Group. In addition to such Extraordinary Expenses, such Borrower shall also reimburse the Agent for all legal, accounting, appraisal, consulting, and other documented fees, costs and expenses, without duplication, incurred by it in connection with (a) The Company hereby unconditionally negotiation and irrevocably agrees to reimburse the Issuing Lender for each payment preparation of any Loan Documents, including any amendment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunderother modification thereof; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable administration of and unconditional under all circumstancesactions relating to any Collateral for its Obligations, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the Agent’s Liens on any such Collateral, to maintain any insurance required hereunder or to verify such Collateral; and (ac) any lack of validity each inspection, audit or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which appraisal with respect to any Loan Party within such Borrower’s related Loan Party Group or Collateral securing such Loan Party Group’s Obligations, whether prepared by the Agent’s personnel or a third party. All reasonable legal, accounting and consulting fees and expenses incurred by Agent Professionals in reference to a Borrower’s related Loan Party Group or its related Loan Party Group Obligations or Collateral of such Borrower’s related Loan Party Group shall be charged to such Borrower at the actual rate charged by such Agent Professionals. The Borrowers acknowledge that counsel may have at any time against provide the Agent with a beneficiary named in benefit, such as a Letter of Creditdiscount, any transferee of any Letter of Credit (credit or any Person for whom any such transferee may be acting)other accommodation, based on counsel’s overall relationship with the Administrative Agent, including fees paid hereunder. In addition to the Issuing LenderExtraordinary Expenses of the Agent, after the occurrence and during the continuance of an Event of Default, each Borrower shall reimburse the Lenders for any Lender reasonable out-of-pocket expenses incurred by such Lenders in reference to such Borrower or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any its related Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency Group Obligations or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any Collateral of its obligations hereunder related Loan Party Group, provided that such Lenders shall be entitled to any such Person.reimbursement for no more than one counsel representing all

Reimbursement Obligations. (a) The Company hereby unconditionally All indebtedness, liabilities or obligations whatsoever arising or incurred in connection with any Letter of Credit or Letter of Credit Guaranty shall be incurred solely as an accommodation to Borrower and irrevocably agrees to for Borrower's account. Borrower shall reimburse the Issuing Lender for each payment the total amount of all sums paid by Lender under the terms of any Letter of Credit or disbursement made by the Issuing Lender Letter of Credit Guaranty, any drawing or demand under any Letter of Credit honoring or Letter of Credit Guaranty, or any demand for payment made by the beneficiary thereunderadditional or further liability which may accrue against Lender in connection with a Letter of Credit or Letter of Credit Guaranty, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on immediately upon the date of such payment by Lender (either with the proceeds of a Revolver Loan obtained hereunder or disbursement otherwise). If Borrower shall bear interest from fail to reimburse Lender as provided herein, the date unreimbursed amount of such payment or disbursement to the date that the Issuing by Lender is reimbursed by the Company thereforshall bear interest, payable on demandcompounded monthly, at a rate per annum rate equal to the Base Rate from time same rate applicable to time the Revolver Loans until such amount is paid in effect plus full. The reimbursement obligations of Borrower hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment Borrower may claim or have against Lender, the Base Rate Margin from time beneficiary of the Letter of Credit or the Letter of Credit Guaranty drawn upon or any other Person, including, without limitation, (i) any defense based on any failure of Borrower to time in effect plusreceive consideration, beginning on (ii) the third Business Day after receipt legality, validity, regularity or unenforceability of notice the Letter of Credit or Letter of Credit Guaranty or any agreement or instrument related thereto, (iii) any amendment or waiver of any consent to departure from the Issuing Lender terms of such payment the Letter of Credit or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure Guaranty or any agreement or instrument related thereto, (iv) any statement, draft or other document presented under a Letter of the Issuing Lender Credit or Letter of Credit Guaranty proving to so notify the Company be forged, fraudulent, invalid or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders insufficient in any manner respect, or any statement therein being untrue or inaccurate in any respect whatsoever. , except if resulting from Lender's gross negligence in accepting any such forged or fraudulent draft or document, (bv) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity the surrender or enforceability impairment of any Letter of CreditCollateral, this Agreement or any other Loan Document, (bvi) the existence of any claim, set-offsetoff, defense or other right which any Loan Party Borrower may have at any time against a the beneficiary named in of a Letter of Credit, any transferee of any Credit or Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender Guaranty or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid agreements or insufficient in any respect documents related thereto or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Personotherwise.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in 1240807.08 each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin applicable to the particular type of Loan from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Each Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the applicable Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the applicable Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the applicable Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Each Company’s 's reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the either Company, or relieve the either Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent Lender whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s 's reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender Participant or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the (i) Issuing Lender Bank (through the Agent) for each payment or disbursement made by the Issuing Lender any draw under any Domestic Letter of Credit honoring and (ii) Agent for any demand for payment made by the beneficiary thereunderunder any Domestic L/C Guaranty, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement instance, immediately upon demand, and to the date that pay the Issuing Lender is reimbursed by Bank (through the Company thereforAgent) or the Agent, as the case may be, the amount of all other obligations and other amounts payable on demand, at a rate per annum equal to such Issuing Bank or the Base Rate from time to time Agent under or in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever connection with any demand for payment is made under any Domestic Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstancesDomestic L/C Guaranty immediately when due, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence irrespective of any claim, set-offsetoff, defense or other right which any Loan Party the Company may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender issuer or any other Person; provided that, whether in connection with any Letter if the Issuing Bank (through the Agent) or the Agent, as the case may be, shall notify the Company of Credita drawing or payment after 2:00 P.M., this AgreementEastern time, any other Loan Document, on the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness date of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) drawing under or in connection with any a Domestic Letter of Credit or any related matters payment under a Domestic L/C Guaranty (as appropriate), the Company will not be required to reimburse the Issuing Bank or the Agent, as the case may be, until the next Business Day and, until such reimbursement is so required, the amount of such drawing or payment shall result be deemed to be a Domestic Revolving Credit Loan which is an ABR Loan hereunder in any liability accordance with the provisions of paragraph (c) below. Each such payment shall be made to the Agent (for the account of the Administrative Issuing Bank or the Agent, as the case may be) at its address for notices specified herein in lawful money of the United States of America (or in Pounds Sterling or Euros (as appropriate), in the case of reimbursement of any drawing or payment under any Foreign Currency Denominated Domestic Letter of Credit or related Domestic L/C Guaranty) and in immediately available funds. (b) Interest shall be payable on any and all amounts remaining unpaid by the Company under this subsection from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the per annum rate which is 2% above the rate payable with respect to ABR Loans from time to time. (c) Each notice of a drawing under any Domestic Letter of Credit or a payment under any Domestic L/C Guaranty shall constitute a request by the Company for a borrowing pursuant to subsection 2.2 of Domestic Revolving Credit Loans which are ABR Loans in the amount of such drawing or payment, as the case may be, plus any amounts payable pursuant to subsection 3.5(a)(ii) in respect of such drawing or payment (which amounts, if with respect to any Foreign Currency Denominated Domestic Letter of Credit and denominated in Pounds Sterling or Euros, shall be converted to Dollars on the borrowing date of the related Domestic Revolving Credit Loans to be made to pay such amounts). The borrowing date with respect to such borrowing shall be the date of such drawing or payment, as the case may be. (d) The Agent or any Lender shall, promptly following its receipt thereof, distribute to the CompanyIssuing Bank or the Lenders, as the case may be, all amounts received by the Agent for the account of the Issuing Bank or relieve the Company of any of its obligations hereunder Lenders, as the case may be, pursuant to any such Personthis subsection.

Reimbursement Obligations. (a) The Company Applicant hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each Bank forthwith upon demand in an amount equal to any payment or disbursement made by the Issuing Lender Bank under any Letter of Credit honoring or any demand for payment made time draft issued pursuant thereto, together with interest on the amount so paid or disbursed by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on Bank from and including the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to but not including the date that the Issuing Lender Bank is reimbursed by the Company therefor, payable on demand, Applicant at a rate per annum equal to the Base Prime Rate from time to time in effect plus 2% (or, if less, the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%maximum rate permitted by applicable law). The Issuing Lender shall notify obligation of the Company Applicant to reimburse the Bank under this Section 3 for payments and disbursements made by the Administrative Agent whenever any demand for payment is made Bank under any Letter of Credit by or any time draft issued pursuant thereto shall be absolute and unconditional under any and all circumstances, including, without limitation, the beneficiary thereunder; provided that the following: (a) any failure of any Item presented under such Letter of Credit to strictly comply with the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights terms of the Issuing Lender or the Lenders in any manner whatsoever.such Letter of Credit; (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstancesthe legality, including (a) any lack of validity validity, regularity or enforceability of any such Letter of Credit, this Agreement Credit or of any other Loan Document, Item presented thereunder; (bc) any defense based on the identity of the transferee of such Letter of Credit or the sufficiency of the transfer if such Letter of Credit is transferable; (d) the existence of any claim, set-off, oft defense or other right which any Loan Party that the Applicant may have at any time against a any beneficiary named in a or transferee of such Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender Bank or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein hereby or any unrelated transactions transaction; (including e) any underlying transaction between any Loan Party and the beneficiary named in any Item presented under such Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove Credit proving to have been be forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been being untrue or inaccurate in any respect; (f) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft; (g) waiver by the Bank of any requirement that exists for the Bank's protection and not the protection of the Applicant or any waiver by the Bank which does not in fact materially prejudice the Applicant; (h) any payment made by the Bank in respect of an Item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if payment after such date is authorized by the ISP, the UCC or the UCP, as applicable; or (di) the surrender any other circumstance or impairment of any security for the performance happening whatsoever, whether or observance of not similar to any of the terms hereof. Without limiting foregoing; provided that the foregoing, no action Applicant shall not be obligated to reimburse the Bank for any wrongful payment or omission whatsoever disbursement made by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) Bank under or in connection with any Letter of Credit as a result of any act or any related matters shall result in any liability omission constituting gross negligence or willful misconduct on the part of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such PersonBank.

Reimbursement Obligations. (a) The Company Borrowers hereby unconditionally and irrevocably agrees agree, jointly and severally, to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company Borrowers therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company Borrower Representative and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company Borrower Representative or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the CompanyBorrowers, or relieve the Company Borrowers of any of its their obligations hereunder to any such Person.

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made, if the Company has received notice of such payment prior to 10:00 a.m., Chicago time, on such date or, if such notice has not been received by the Company prior to such time, then on the next succeeding Business Day. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2two percent (2.00%). The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (ai) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (bii) the existence of any claim, set-off, defense or other right which any Loan Party or Subsidiary may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), Lender (other than the Administrative Agent, the Issuing defense of a final irrevocable payment in cash as regards Lender, any Lender ) or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party or Subsidiary and the beneficiary named in any Letter of Credit), (ciii) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respectrespect (except to the extent that a court of competent jurisdiction determines in a final, non-appealable order that such determination by Lender resulted directly from the gross negligence or willful misconduct of Lender), or (div) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person.

Reimbursement Obligations. (a) The In the event of a Default with respect to the Loan, each Reimbursor shall contribute to the Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made or, if directed by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunderCompany, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement pay directly to the date Lender [or Guarantor if that Guarantor is the Issuing Lender is reimbursed by Managing Member of the Company thereforCompany] on behalf of the Company, payable on demand, at a rate per annum an amount equal to the Base Rate from time to time in effect plus Reimbursor's allocable share of the Base Rate Margin from time to time in effect plus, beginning Shortfall Amount (as defined below) after the Lender has fully and completely exhausted its remedies against the Company's other assets. Each Reimbursor's maximum reimbursement liability hereunder is set forth on the third Business Day after receipt of notice from the Issuing Lender of such Schedule 1 attached hereto. No demand shall be made ---------- under this Agreement for payment or disbursementcontribution of the Shortfall Amount or any portion thereof until such time as the Lender shall have fully and completely exhausted its remedies against the Company's other assets (including any real and personal property securing the repayment of the Loan), 2%or following the date any such Default is cured. The Issuing Lender "Shortfall Amount" shall notify equal the Company and the Administrative Agent whenever any demand for payment is made under any Letter excess of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever. (b) The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack $___________________ or the amount of validity or enforceability of any Letter of Creditoutstanding principal and accrued interest owed on the Loan immediately prior to the Default, this Agreement or any other Loan Document, whichever is less; over (b) the existence sum of any claimall amounts recovered and the fair market value of all property obtained by Lender, set-offif any, defense or other right which any from the Company after the Default in proceedings against the Company under the Loan Party may have at any time against a beneficiary named in a Letter Documents (including, without limitation, principal, interest, late fees, penalties, and costs of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be actingcollection), but excluding amounts paid] under the Administrative AgentGuarantee. Subject to reduction under Section 2(b) below, each Reimbursor's allocable share of the Issuing Lender, any Lender or any other Person, whether in connection with any Letter Shortfall Amount shall be equal to the product of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (cx) the validitytotal Shortfall Amount, sufficiency or genuineness of any document which multiplied by (y) the Issuing Lender has determined complies percentage listed opposite the Reimbursor's name on its face with the terms Exhibit A attached hereto. Each Reimbursor's obligation to pay their --------- allocable share of the applicable Letter of Credit, even if such document should later prove Shortfall Amount set forth in this Section 2 shall be referred to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in herein as its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any of its obligations hereunder to any such Person"Reimbursement Obligation."

Reimbursement Obligations. (a) The Company hereby unconditionally and irrevocably agrees In the event of any drawing under a Letter of Credit, the Issuing Lender shall promptly notify the Borrower who shall immediately reimburse the amount to the Issuing Lender in same day funds. In the event that the Borrower fails to reimburse the Issuing Lender for each payment or disbursement made by immediately upon a drawing and fails to provide a Notice of Borrowing with a different option, the Issuing Lender under any Letter of Credit honoring any demand for payment made by Borrower shall be deemed to have requested from the beneficiary thereunder, in each case Agent a Prime Rate Advance on the date that such payment or disbursement is made. Any and in the amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender drawing, the proceeds of which will be used to so notify satisfy the Company or the Administrative Agent shall not affect the rights reimbursement obligations of the Issuing Lender or Borrower to the Lenders in any manner whatsoever. (b) respect of the drawing. The Company’s reimbursement obligations of the Borrower hereunder shall be absolute, unconditional and irrevocable and unconditional shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances, including (a) circumstances whatsoever and irrespective of: 4.2.3.1 any lack of validity or enforceability of any Letter of Credit, Credit or this Agreement or any other Loan Document, (b) term or provision therein or herein; 4.2.3.2 the existence of any claim, set-off, defense compensation, defence or other right which that the Borrower, any Loan Party member of the VL Group or any other Person may have at any time have against a the beneficiary named in a under any Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, the Agents, any Lender or any other Person, whether in connection with this Agreement or any other related or unrelated agreement or transaction; 4.2.3.3 any draft or other document presented under a Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove Credit proving to have been be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein shall have been being untrue or inaccurate in any respect, ; 4.2.3.4 any dispute between or (d) among the surrender or impairment of any security for the performance or observance of any members of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or VL Group and any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with beneficiary of any Letter of Credit or any related matters shall result in other party to which such Letter of Credit may be transferred or any liability claims whatsoever of the Administrative Agent members of the VL Group against any beneficiary of such Letter of Credit or any Lender to such transferee; and 4.2.3.5 the Company, validity or relieve the Company sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of its obligations hereunder Credit or any of the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any such Personreason.