Common use of The Reimbursement Obligations Clause in Contracts

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. 12:00 Noon (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b1.2(b) hereof, the obligation of the Borrower Borrowers to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement that, if and as long as no Default or Event of Default exists and the other conditions in Section 8.2 hereof are satisfied, any Reimbursement Obligation outstanding on account of a drawing under a Letter of Credit shall be made by no later than 1:00 p.m. (Chicago time) automatically convert into a Borrowing of Base Rate Loans in the U.S. Dollar Equivalent of such Reimbursement Obligation on the date when each drawing is to be paid if the Borrower has been informed of such drawing by occurs and the L/C Issuer on or before 11:00 a.m. shall notify the Administrative Agent and each Lender thereof, and each Lender shall thereupon fund its Base Rate Loan in such Borrowing in accordance with Sections 1.1 and 1.5 (Chicago time) on except for any requirement that a Borrowing of Base Rate Loans be in a certain amount). If the date when such drawing is conditions in Section 8.2 cannot be satisfied with respect to be paid orany drawing, if notice then reimbursement of such drawing is given to shall be made in the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, U.S. Dollar Equivalent in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower Company (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds) by no later than 1:00 p.m. (Chicago time) on the date when such drawing is paid or, if such drawing was paid after 11:30 a.m. (Chicago time), by the end of such day. If the Borrower does Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e1.2(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.2(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that, in the event that any amount is drawn under a Letter of Credit by the beneficiary thereof, reimbursement shall be made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon 1:00 p.m. (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.3(b) hereof, the obligation of the Borrower to shall reimburse the applicable L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by no later than (x) 2:00 p.m. (New York time) on the Application related to Business Day after the date of such payment by such L/C Issuer under a Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the applicable L/C Issuer on or before 11:00 10:00 a.m. (Chicago New York time) on the date when of the payment of such drawing is to be paid ordrawing, or (y) if notice of such drawing is given to the Borrower after 11:00 10:00 a.m. (Chicago New York time) on the date when of the payment of such drawing is to drawing, reimbursement shall be paidmade within two Business Days following the date of the payment of such drawing, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoNew York, Illinois New York or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the applicable L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateL/C Issuers and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be deemed absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrower may otherwise have against the Administrative Agent, the L/C Issuers or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim of set-off the Borrower may have requested at any time against a Borrowing beneficiary of Base Rate Loans a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuers, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or an L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit; provided that the Administrative Agent’s or an L/C Issuer’s determination that documents presented under the Revolving Letter of Credit andcomplied with the terms thereof did not constitute gross negligence, subject to satisfaction bad faith or willful misconduct of the conditions set forth in Administrative Agent or an L/C Issuer (as determined by the final, non-appealable judgment of a court of competent jurisdiction); or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or an L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 7.1 except for 7.1(c) hereof2.3(c), constitute a Loan shall be made on such date in the amount legal or equitable discharge of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueBorrower’s obligations hereunder or under an Application.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section Sections 1.3(b) and 1.6(c) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.3(b) hereof, the obligation of the Borrower Borrowers to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower Representative has been informed of such drawing by the such L/C Issuer on or before 11:00 a.m. (Chicago Eastern time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower Representative after 11:00 a.m. (Chicago Eastern time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following next succeeding Business Day, in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to Borrower Representative, and the Borrower (who Agent shall thereafter cause to be distributed to the such L/C Issuer such amount(s) in like funds); provided that Borrower Representative shall be deemed to have requested, subject to the conditions to borrowing set forth in this Agreement, that such Reimbursement Obligation be financed with a Base Rate Revolving Loan in an equivalent amount and, to the extent so financed, Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Loan; provided that Borrower Representative shall be deemed to have requested, subject to the conditions to borrowing set forth in this Agreement, that such Reimbursement Obligation be financed with a Base Rate Revolving Loan in an equivalent amount and, to the extent so financed, Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Loan. If the Borrower does Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below. In addition, for the benefit of the Agent, the L/C Issuer and each Lender, each Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, including without limitation (i) any lack of validity or enforceability of any Loan Document; provided(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, howeverset-off, if defense or other right any Borrower may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), the Borrower Agent, any L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Agent or a L/C Issuer under a Letter of Credit against presentation to the Agent or a L/C Issuer of a draft or certificate that does not make comply with the terms of the Letter of Credit, provided that the Agent’s or L/C Issuer’s determination that documents presented under the Letter of Credit comply with the terms thereof did not constitute gross negligence or willful misconduct of the Agent or L/C Issuer; or (vi) any other act or omission to act or delay of any kind by the Agent or a L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.3(c), constitute a legal or equitable discharge of any Borrower’s obligations hereunder or under an Application; provided that the foregoing shall not be construed to excuse any L/C Issuer from liability to any Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by each Credit Party to the extent permitted by applicable law) suffered by any Credit Party that are caused by such reimbursement payment L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of bad faith, gross negligence or willful misconduct on the due datepart of the L/C Issuer (as determined by a final non-appealable decision of a court of competent jurisdiction), the Borrower such L/C Issuer shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction exercised care in each such determination. In furtherance of the conditions set forth foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in Section 7.1 except substantial compliance with the terms of a Letter of Credit, the L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for 7.1(c) hereoffurther investigation, a Loan shall be made on regardless of any notice or information to the contrary, or refuse to accept and make payment upon such date documents if such documents are not in strict compliance with the amount terms of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then duesuch Letter of Credit.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement of each drawing shall be made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds (i) if such Reimbursement Obligation is denominated in U.S. Dollars, at the Administrative Agent’s principal office in Chicago, Illinois or and (ii) if such other Reimbursement Obligation is denominated in an Alternative Currency, to such local office as the Administrative Agent may designate has previously specified, in writing each case by no later than 12:00 noon (local time) on the date when each drawing is paid or, if such drawing was paid after 11:30 a.m. (local time), by the end of such day. Anything herein to the Borrower (who contrary notwithstanding, any Reimbursement Obligation denominated in a currency other than U.S. Dollars or an Alternative Currency shall thereafter cause be converted to be distributed U.S. Dollars at the exchange rate quoted to the L/C Issuer on the date such amount(s) Reimbursement Obligation was incurred by major banks in like funds)the interbank foreign exchange market for the purchase of U.S. Dollars for such other currency and such Reimbursement Obligation shall be denominated in U.S. Dollars. If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e1.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.3(d) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof2.2(b), the obligation of the Borrower Borrowers to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 p.m. 12:00 Noon (Chicago Cincinnati time) on the date when which each drawing is to be paid if the Borrower has Borrowers have been informed of such drawing by the such L/C Issuer on or before 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower Borrowers after 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrowers, and the Administrative Agent shall thereafter cause to be distributed to the applicable L/C Issuer such amount(s) in like funds). If the Borrower does Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.2(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, their obligations under this Section 2.2(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrowers may otherwise have against the Administrative Agent, any L/C Issuer or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; provided(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, howeverof set-off the Borrowers may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), if the Borrower Administrative Agent, any L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or an L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or an L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.2(c), constitute a legal or equitable discharge of the Borrowers’ obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or the L/C Issuers shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any such reimbursement payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuers from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are caused by the applicable L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the due datepart of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), the Borrower such L/C Issuer shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction exercised care in each such determination. In furtherance of the conditions set forth foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in Section 7.1 except substantial compliance with the terms of a Letter of Credit, an L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for 7.1(c) hereoffurther investigation, a Loan shall be made on regardless of any notice or information to the contrary, or refuse to accept and make payment upon such date documents if such documents are not in strict compliance with the amount terms of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then duesuch Letter of Credit.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof2.3(b), the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 p.m. 11:00 a.m. (Chicago time) on the date when which each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateL/C Issuer and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the relevant Application, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrower may otherwise have against the Administrative Agent, the L/C Issuer or any Lender, including (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, set-off, defense, or other right of the Borrower may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or a L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or a L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.3(c), constitute a legal or equitable discharge of the Borrower’s obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or the L/C Issuer shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower and each other Loan Party to the extent permitted by applicable law) suffered by the Borrower or any other Loan Party that are caused by the L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the L/C Issuer (as determined by a court of competent jurisdiction by final and nonappealable judgment), the L/C Issuer shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction exercised care in each such determination. In furtherance of the conditions set forth foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in Section 7.1 except substantial compliance with the terms of a Letter of Credit, the L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for 7.1(c) hereoffurther investigation, a Loan shall be made on regardless of any notice or information to the contrary, or refuse to accept and make payment upon such date documents if such documents are not in strict compliance with the amount terms of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then duesuch Letter of Credit.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 2:00 p.m. (Chicago time) on the date when each one Business Day after such drawing is to be has been paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 10:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 10:00 a.m. (Chicago time) on reimbursement shall be made within two Business Days following the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoNew York, Illinois New York or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateL/C Issuer and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be deemed absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrower may otherwise have against the Administrative Agent, the L/C Issuer or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim of set‑off the Borrower may have requested at any time against a Borrowing beneficiary of Base Rate Loans a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or an L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or a L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit; provided that the Administrative Agent’s or L/C Issuer’s determination that documents presented under the Revolving Letter of Credit andcomplied with the terms thereof did not constitute gross negligence, subject to satisfaction bad faith or willful misconduct of the conditions set forth in Administrative Agent or L/C Issuer; or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or an L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 7.1 except for 7.1(c) hereof2.3(c), constitute a Loan shall be made on such date in the amount legal or equitable discharge of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueBorrower’s obligations hereunder or under an Application.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 2:00 p.m. (Chicago time) on the date when each one Business Day after such drawing is to be has been paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 10:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 10:00 a.m. (Chicago time) on reimbursement shall be made within two Business Days following the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoNew York, Illinois New York or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateL/C Issuer and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be deemed absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrower may otherwise have against the Administrative Agent, the L/C Issuer or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim of set-off the Borrower may have requested at any time against a Borrowing beneficiary of Base Rate Loans a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or an L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or a L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit; provided that the Administrative Agent’s or L/C Issuer’s determination that documents presented under the Revolving Letter of Credit andcomplied with the terms thereof did not constitute gross negligence, subject to satisfaction bad faith or willful misconduct of the conditions set forth in Administrative Agent or L/C Issuer; or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or an L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 7.1 except for 7.1(c) hereof2.3(c), constitute a Loan shall be made on such date in the amount legal or equitable discharge of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueBorrower’s obligations hereunder or under an Application.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. 12:00 Noon (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s 's principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 2:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 10:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 10:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon 2:00 p.m. (Chicago time) ), on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) belowhereof, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings (for the avoidance of doubt, excluding any fees and expenses incurred by the L/C Issuer in connection therewith) under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by and reimbursement of the Application related to such Letter of Credit, except that reimbursement Reimbursement Obligations shall be made by no later than 1:00 p.m. (Chicago New York time) on the Business Day immediately following the date when each drawing is to be paid if that the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when receives notice that such drawing is to be paid made (or, if such notice of such drawing is given received less than two hours prior to the Borrower after 11:00 a.m. (Chicago time) deadline for requesting Base Rate Loans pursuant to Section 1.6, on the second Business Day immediately following the date when the Borrower receives such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Daynotice), in U.S. Dollars in funds that are immediately available funds at the Administrative Agent’s principal office in ChicagoNew York, Illinois New York or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). As to any Letter of Credit payable in an Eligible Foreign Currency, the Reimbursement Obligation shall be payable in either (i) the U.S. Dollar Equivalent of the relevant amount of such Eligible Foreign Currency at the rate of exchange then current in New York, New York for transfers of such Eligible Foreign Currency to the place of payment or (ii) such Eligible Foreign Currency. If the Borrower does not inform the L/C Issuer that it intends to timely reimburse the amount of any drawing under a Letter of Credit in accordance with this Section 1.3(c) from its own funds, the Administrative Agent shall promptly notify each relevant Revolving Lender of the date of such drawing, the amount of such Reimbursement Obligation, and the amount of such Revolving Lender’s Revolver Percentage thereof and the Borrower shall be deemed to have requested a Borrowing of Revolving Loans in the form of Base Rate Loans to be disbursed on the date of such drawing in an amount equal to the U.S. Dollar Equivalent of such Reimbursement Obligation (without regard to the minimums and multiples specified in Section 1.5 hereof) and such Reimbursement Obligation shall be deemed discharged, subject to (x) the aggregate amount of Revolving Credit Commitments of such Class available at such time and (y) the conditions set forth in Section 7.1 hereof (it being understood that the failure of the Borrower to pay the L/C Issuer the Reimbursement Obligation from its own funds and any delay in the payment of any Reimbursement Obligation beyond the date and time due shall not constitute a Default or an Event of Default hereunder to the extent a Base Rate Loan is disbursed in accordance with this Section 1.3(c)); provided that with respect to any Reimbursement Obligations that are not reimbursed by a Borrowing of Revolving Loans, such Reimbursement Obligations that are not so reimbursed shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the Default Rate as set forth in Section 1.10. If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations Participating Interest therein in the manner set forth in Section 1.3(e1.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.3(d) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the a Borrower to reimburse the an L/C Issuer for all drawings under a Letter of Credit originally requested by such Borrower (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 3:00 p.m. (Chicago New York City time) on the date when each drawing is to be paid if the applicable Borrower has been informed of such drawing by the applicable L/C Issuer on or before 11:00 a.m. 12:00 Noon (Chicago New York City time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower that originally requested such Letter of Credit after 11:00 a.m. 12:00 Noon (Chicago New York City time) on the date when such drawing is to be paid, by no later than 12:00 Noon 3:00 p.m. (Chicago New York City time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in ChicagoCharlotte, Illinois North Carolina, or such other office as the Administrative Agent may designate in writing to the applicable Borrower (who shall thereafter cause to be distributed to the such L/C Issuer such amount(s) in like funds); provided that such Borrower may, subject to the conditions to borrowing set forth in Section 7.1 hereof, request in accordance with Section 1.6 hereof (but without regard to the minimum borrowing amounts and increments in Section 1.5 hereof) that such reimbursement be financed with a Borrowing that is comprised of Base Rate Loans 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 Borrowing. In the case of a Letter of Credit denominated in Canadian Dollars, the relevant Borrower shall reimburse the applicable L/C Issuer in Canadian Dollars, unless (A) such L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in U.S. Dollars, or (B) in the absence of any such requirement for reimbursement in U.S. Dollars, the relevant Borrower shall have notified such L/C Issuer promptly following receipt of the notice of drawing that such Borrower will reimburse such L/C Issuer in U.S. Dollars. In the case of any such reimbursement in U.S. Dollars of a drawing under a Letter of Credit denominated in Canadian Dollars, such L/C Issuer shall notify the relevant Borrower of the U.S. Dollar Equivalent of the amount of the drawing promptly following the determination thereof. In the event that (A) a drawing denominated in Canadian Dollars is to be reimbursed in U.S. Dollars pursuant to the foregoing sentence and (B) the U.S. Dollar amount paid by the relevant Borrower, whether on or after the date of drawing, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in Canadian Dollars equal to the drawing, such Borrower agrees, as a separate and independent obligation, to indemnify such L/C Issuer for the loss resulting from its inability on that date to purchase Canadian Dollars in the full amount of the drawing. If the a Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower Borrowers to reimburse the L/C Issuer for all drawings under a Letter of Credit (such obligation of the Borrowers being herein referred to as a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made in immediately available funds by no later than 1:00 p.m. 12:00 Noon (Chicago time) on the date when each drawing is to be paid if the Borrower Company, on behalf of the applicable Borrower, has been informed of such drawing by the L/C Issuer on or before 11:00 9:00 a.m. (Chicago time) (including the day before such drawing is to be paid) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower Company, on behalf of the applicable Borrower, after 11:00 9:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, end of such day in immediately available funds funds, at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Company, on behalf of the applicable Borrower (who and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon 1:00 p.m. (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower Borrower, and the Administrative Agent (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.3(b) hereof, the obligation of the Borrower Borrowers to reimburse the applicable L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made by no later than 1:00 p.m. (Chicago Eastern time) on the date when each drawing is to be paid if the Borrower Representative has been informed of such drawing by the such L/C Issuer on or before 11:00 a.m. (Chicago Eastern time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower Representative after 11:00 a.m. (Chicago Eastern time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to Borrower Representative, and the Borrower (who Agent shall thereafter cause to be distributed to the such L/C Issuer such amount(s) in like funds); provided that Borrower Representative shall be deemed to have requested, subject to the conditions to borrowing set forth in this Agreement, that such Reimbursement Obligation be financed with a Base Rate Revolving Loan or Swing Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Loan or Swing Loan; provided that Borrower Representative shall be deemed to have requested, subject to the conditions to borrowing set forth in this Agreement, that such Reimbursement Obligation be financed with a Base Rate Revolving Loan or Swing Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Loan or Swing Loan. If the Borrower does Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below. In addition, for the benefit of the Agent, each L/C Issuer and each Lender, each Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, including without limitation (i) any lack of validity or enforceability of any Loan Document; provided(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, howeverset-off, if defense or other right any Borrower may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), the Borrower Agent, any L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Agent or a L/C Issuer under a Letter of Credit against presentation to the Agent or a L/C Issuer of a draft or certificate that does not make comply with the terms of the Letter of Credit, provided that the Agent’s or L/C Issuer’s determination that documents presented under the Letter of Credit comply with the terms thereof did not constitute gross negligence or willful misconduct of the Agent or L/C Issuer; or (vi) any other act or omission to act or delay of any kind by the Agent or a L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.3(c), constitute a legal or equitable discharge of any Borrower’s obligations hereunder or under an Application; provided that the foregoing shall not be construed to excuse any L/C Issuer from liability to any Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by each Credit Party to the extent permitted by applicable law) suffered by any Credit Party that are caused by such reimbursement payment L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of bad faith, gross negligence or willful misconduct on the due datepart of the applicable L/C Issuer (as determined by a final non-appealable decision of a court of competent jurisdiction), the Borrower such L/C Issuer shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction exercised care in each such determination. In furtherance of the conditions set forth foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in Section 7.1 except substantial compliance with the terms of a Letter of Credit, the applicable L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for 7.1(c) hereoffurther investigation, a Loan shall be made on regardless of any notice or information to the contrary, or refuse to accept and make payment upon such date documents if such documents are not in strict compliance with the amount terms of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then duesuch Letter of Credit.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made by no later than 1:00 p.m. 12:00 Noon (Chicago Cincinnati time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateL/C Issuer and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be deemed absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, including without limitation (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, set-off, defense or other right the Borrower may have requested at any time against a Borrowing beneficiary of Base Rate Loans a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or a L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, provided that the Administrative Agent’s or L/C Issuer’s determination that documents presented under the Revolving Letter of Credit and, subject to satisfaction comply with the terms thereof did not constitute gross negligence or willful misconduct of the conditions set forth in Administrative Agent or L/C Issuer; or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or a L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 7.1 except for 7.1(c) hereof2.3(c), constitute a Loan shall be made on such date in the amount legal or equitable discharge of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueBorrower’s obligations hereunder or under an Application.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon 1:00 p.m. (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.3(b) hereof, the obligation of the Borrower to shall reimburse the L/C Issuer applicable Issuing Bank for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by no later than (x) 4:00 p.m. (New York time) on the Application related to Business Day after the date of such payment by such Issuing Bank under a Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer applicable Issuing Bank on or before 11:00 10:00 a.m. (Chicago New York time) on the date when of the payment of such drawing is to be paid ordrawing, or (y) if notice of such drawing is given to the Borrower after 11:00 10:00 a.m. (Chicago New York time) on the date when of the payment of such drawing is to drawing, reimbursement shall be paidmade within two Business Days following the date of the payment of such drawing, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoNew York, Illinois New York or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer applicable Issuing Bank such amount(s) in like funds; provided, that the Borrower may, subject to the conditions to borrowing set forth herein, request that such payment be financed with a Base Rate Revolving Loan and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing (and with interest owing thereon from the date of the respective disbursement). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateIssuing Banks and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be deemed absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Credit Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrower may otherwise have against the Administrative Agent, the Issuing Banks or any Lender, including without limitation (i) any lack of validity or enforceability of any Fundamental Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Fundamental Document; (iii) the existence of any claim of set-off the Borrower may have requested at any time against a Borrowing beneficiary of Base Rate Loans a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the Issuing Banks, any Lender or any other Person, whether in connection with this Credit Agreement, another Fundamental Document, the transaction related to the Fundamental Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or an Issuing Bank under a Letter of Credit against presentation to the Administrative Agent or an Issuing Bank of a draft or certificate that does not comply with the terms of the Letter of Credit; provided that the Administrative Agent’s or an Issuing Bank’s determination that documents presented under the Revolving Letter of Credit andcomplied with the terms thereof did not constitute gross negligence, subject to satisfaction bad faith or willful misconduct of the conditions set forth in Administrative Agent or an Issuing Bank (as determined by the final, non-appealable judgment of a court of competent jurisdiction); or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or an Issuing Bank, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 7.1 except for 7.1(c) hereof2.3(c), constitute a Loan shall be made on such date in the amount legal or equitable discharge of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueBorrower’s obligations hereunder or under an Application.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation joint and several obligations of the Borrower Borrowers to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made in immediately available funds (i) if such Letter of Credit is issued in U.S. Dollars, by no later than 1:00 3:00 p.m. (Chicago New York time) on the date when each drawing is to be paid if the Borrower Representative has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. 12:00 noon (Chicago New York time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower Representative after 11:00 a.m. 12:00 noon (Chicago New York time) on the date when such drawing is to be paid, by no later than 12:00 Noon 1:00 p.m. (Chicago New York time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in ChicagoNew York, Illinois New York, or such other office as the Administrative Agent may designate in writing to the Borrower Representative and (who ii) if such Letter of Credit is denominated in an Alternative Currency, to such local office as the Administrative Agent has previously specified, by no later than 2:00 p.m. (local time) on the date when each drawing is to be paid if the Borrowers have been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (local time) (including the day before such drawing is to be paid) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower Representative after 11:00 a.m. (local time) on the date when such drawing is to be paid, by no later than 12:00 noon (local time) on the following Business Day (and the Borrowers shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 2:00 p.m. (Chicago Cincinnati time) on the date when which each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 11:30 a.m. (Chicago Cincinnati time) reimbursement shall be made on the next Business Day following the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateL/C Issuer and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be deemed absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrower may otherwise have against the Administrative Agent, the L/C Issuer or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim of set-off the Borrower may have requested at any time against a Borrowing beneficiary of Base Rate Loans a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or a L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, provided that the Administrative Agent’s or L/C Issuer’s determination that documents presented under the Revolving Letter of Credit andcomplied with the terms thereof did not constitute gross negligence, subject to satisfaction bad faith or willful misconduct of the conditions set forth in Administrative Agent or L/C Issuer; or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or a L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 7.1 except for 7.1(c) hereof2.3(c), constitute a Loan shall be made on such date in the amount legal or equitable discharge of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueBorrower’s obligations hereunder or under an Application.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 2:00 p.m. (Chicago New York City time) on the date when which each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 11:30 a.m. (Chicago New York City time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 11:30 a.m. (Chicago New York City time) reimbursement shall be made on the next Business Day following the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoNew York, Illinois New York or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateL/C Issuer and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be deemed absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrower may otherwise have against the Administrative Agent, the L/C Issuer or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim of set-off the Borrower may have requested at any time against a Borrowing beneficiary of Base Rate Loans a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or a L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, provided that the Administrative Agent’s or L/C Issuer’s determination that documents presented under the Revolving Letter of Credit andcomplied with the terms thereof did not constitute gross negligence, subject to satisfaction bad faith or willful misconduct of the conditions set forth in Administrative Agent or L/C Issuer; or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or a L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 7.1 except for 7.1(c) hereof2.3(c), constitute a Loan shall be made on such date in the amount legal or equitable discharge of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueBorrower’s obligations hereunder or under an Application.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. 12:00 Noon (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e1.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.3(d) below; provided, however, if . The Reimbursement Obligations of the Borrower does not make any such reimbursement payment on under this Agreement shall be absolute, unconditional, and irrevocable, and shall be performed strictly in accordance with the due date, terms of the Loan Documents under all circumstances whatsoever and the Borrower shall be deemed hereby waives any defense to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount payment of the Reimbursement Obligations then due based on any circumstance whatsoever, including in any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) any amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense, or other rights which the Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, the Administrative Agent, the L/C Issuer, any Lender, or any other Person, whether in connection with any Loan proceeds shall Document or any unrelated transaction; (iv) any statement, draft, or other documentation presented under any Letter of Credit proving to be applied forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (v) payment by the L/C Issuer under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (vi) any other circumstance whatsoever, whether or not similar to pay any of the Reimbursement Obligations then dueforegoing.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 2:00 p.m. (Chicago time) on the date when ‑3‑ each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 10:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 10:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon 2:00 p.m. (Chicago time) ), on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) belowhereof, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the an L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement of each drawing shall be made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds (i) if such Reimbursement Obligation is denominated in U.S. Dollars, at the Administrative Agent’s principal office in Chicago, Illinois or and (ii) if such other Reimbursement Obligation is denominated in an Alternative Currency, to such local office as the Administrative Agent may designate has previously specified, in writing to each case by no later than 2:00 p.m. (local time) on the Borrower (who shall thereafter cause to be distributed to the date when each drawing is paid; provided that if an L/C Issuer does not provide notice to the Borrower of such amount(spayment prior to 10:00 a.m. (local time) on the date of such payment, such reimbursement by the Borrower shall be due by 2:00 p.m. (local time) on the immediately following Business Day after notice is provided to the Borrower; provided further that the Borrower may, subject to the conditions to borrowing set forth herein, request in like funds)accordance with Section 1.6(a) or 1.2(d) that such payment be financed with a Revolving Loan or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Loan or Swingline Loan. Anything herein to the contrary notwithstanding, any Reimbursement Obligation denominated in a currency other than U.S. Dollars shall be converted to U.S. Dollars at the exchange rate quoted to the applicable L/C Issuer on the date such Reimbursement Obligation was incurred by major banks in the interbank foreign exchange market for the purchase of U.S. Dollars for such other currency and such Reimbursement Obligation shall be denominated in U.S. Dollars. If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e1.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.3(d) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.. (d)

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 2:00 p.m. (Chicago time) on the date when each one Business Day after such drawing is to be has been paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 10:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 10:00 a.m. (Chicago time) on reimbursement shall be made within two Business Days following the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds in the currency of such drawing at the Administrative Agent’s principal office in ChicagoNew York, Illinois New York or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower fails to pay a Reimbursement Obligation on the date and at the time required, then if such payment relates to a Foreign Currency Letter of Credit, automatically and with no further action required, the Borrower’s Reimbursement Obligation shall be permanently converted into an obligation to reimburse the Dollar Equivalent, calculated using the applicable Spot Rate on the date when such payment was due, of such drawing under the Letter of Credit. If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateL/C Issuer and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be deemed absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrower may otherwise have against the Administrative Agent, the L/C Issuer or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim of set-off the Borrower may have requested at any time against a Borrowing beneficiary of Base Rate Loans a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or an L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or a L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit; provided that the Administrative Agent’s or L/C Issuer’s determination that documents presented under the Revolving Letter of Credit andcomplied with the terms thereof did not constitute gross negligence, subject to satisfaction bad faith or willful misconduct of the conditions set forth in Administrative Agent or L/C Issuer; or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or an L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 7.1 except for 7.1(c) hereof2.3(c), constitute a Loan shall be made on such date in the amount legal or equitable discharge of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueBorrower’s obligations hereunder or under an Application.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.3(b) hereof, the obligation of the Borrower to Borrowers shall reimburse the applicable L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by no later than (x) 2:00 p.m. (New York time) on the Application related to Business Day after the date of such payment by such L/C Issuer under a Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the applicable Borrower has been informed of such drawing by the applicable L/C Issuer on or before 11:00 10:00 a.m. (Chicago New York time) on the date when of the payment of such drawing is to be paid ordrawing, or (y) if notice of such drawing is given to the applicable Borrower after 11:00 10:00 a.m. (Chicago New York time) on the date when of the payment of such drawing is to drawing, reimbursement shall be paidmade within two Business Days following the date of the payment of such drawing, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoNew York, Illinois New York or such other office as the Administrative Agent may designate in writing to such Borrower, and the Borrower (who Administrative Agent shall thereafter cause to be distributed to the applicable L/C Issuer such amount(s) in like funds). If the applicable Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuers and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrowers may otherwise have against the Administrative Agent, the L/C Issuers or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; provided(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim of set-off the Borrowers may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), howeverthe Administrative Agent, if the Borrower L/C Issuers, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or an L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an L/C Issuer of a draft or certificate that does not make any such reimbursement payment on comply with the due date, terms of the Borrower shall be deemed to have requested a Borrowing Letter of Base Rate Loans Credit; provided that the Administrative Agent’s or an L/C Issuer’s determination that documents presented under the Revolving Letter of Credit andcomplied with the terms thereof did not constitute gross negligence, subject to satisfaction bad faith or willful misconduct of the conditions set forth in Administrative Agent or an L/C Issuer (as determined by the final, non-appealable judgment of a court of competent jurisdiction); or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or an L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 7.1 except for 7.1(c) hereof2.3(c), constitute a Loan shall be made on such date in the amount legal or equitable discharge of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueeach Borrower’s obligations hereunder or under an Application.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.2(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made by no later than 1:00 p.m. 12:00 Noon (Chicago Cincinnati time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.2(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateL/C Issuer and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.2(c) and each Application shall be deemed absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, including without limitation (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, set-off, defense or other right the Borrower may have requested at any time against a Borrowing beneficiary of Base Rate Loans a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or a L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, provided that the Administrative Agent’s or L/C Issuer’s determination that documents presented under the Revolving Letter of Credit and, subject to satisfaction comply with the terms thereof did not constitute gross negligence or willful misconduct of the conditions set forth in Administrative Agent or L/C Issuer; or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or a L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 7.1 except for 7.1(c) hereof2.3(c), constitute a Loan shall be made on such date in the amount legal or equitable discharge of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueBorrower’s obligations hereunder or under an Application.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made by no later than 1:00 2:00 p.m. (Chicago Cincinnati time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateL/C Issuer and each Lender, the Borrower agrees that its obligations under this Section 2.3(c) and each Application shall be deemed absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, including without limitation (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, set-off, defense or other right the Borrower may have requested at any time against a Borrowing beneficiary of Base Rate Loans a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or a L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, provided that the Administrative Agent’s or L/C Issuer’s determination that documents presented under the Revolving Letter of Credit andcomply with the terms thereof did not constitute bad faith, subject to satisfaction gross negligence or willful misconduct of the conditions set forth in Administrative Agent or L/C Issuer; or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or a L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 7.1 except for 7.1(c) hereof2.3(c), constitute a Loan shall be made on such date in the amount legal or equitable discharge of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueBorrower’s obligations hereunder or under an Application.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b1.2(d) hereof, the obligation joint and several obligations of the Borrower applicable Borrowers (determined as set forth in clause (i) of the fourth sentence of Section 1.2(d) hereof) to reimburse the L/C Issuer relevant Issuing Agent for all drawings under a Letter of Credit (a “"Reimbursement Obligation”") shall be governed by the Application related to such Letter of Credit, except that (i) payments of drawings shall be made to the Administrative Agent, not the Issuing Agent, and the Administrative Agent shall promptly thereafter remit such payment in like funds as received to the relevant Issuing Agent, (ii) the reimbursement by such Borrowers of drawings made under a Letter of Credit denominated in U.S. Dollars shall be made in U.S. Dollars and (iii) the reimbursement by such Borrowers of drawings made under a Letter of Credit denominated in an Alternative Currency shall be made by payment in U.S. Dollars of the U.S. Dollar Equivalent, calculated on the date the relevant Issuing Agent paid such draws, of the amount paid by such Issuing Agent pursuant to such drawing, or, if such Issuing Agent shall elect by notice to the Company and the Administrative Agent, by payment in the Alternative Currency which was paid by such Issuing Agent pursuant to such drawing in an amount equal to such drawing and (iv) reimbursement in U.S. Dollars of a drawing paid shall be made by no later than 1:00 1:30 p.m. (Chicago time) on the date when each drawing is to paid and reimbursement in an Alternative Currency of a drawing paid shall be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, made by no later than 12:00 Noon (Chicago time) noon local time at the place of payment or if earlier, such local time as is necessary for such funds to be received and transferred to the relevant Issuing Agent for same day value on the following day such Reimbursement Obligation is due; any payment of a Reimbursement Obligation received after such time shall be deemed to have been received by the relevant Issuing Agent on the next Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does applicable Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders Banks fund their participations therein in the manner set forth in Section 1.3(e1.2(f) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.2(f) below; provided. The joint and several obligations of the applicable Borrowers to the Issuing Agents under this Section 1.2 shall be absolute, howeverirrevocable and unconditional under any and all circumstances whatsoever (except, if without limiting such Borrowers' joint and several obligations under each Application, to the extent that a Borrower does not make any such reimbursement payment on is relieved under applicable law (including as such, to the due dateextent applicable to a particular Letter of Credit, the Borrower shall be deemed then current Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce) from its obligation to have requested reimburse an Issuing Agent for a Borrowing drawing under a Letter of Base Rate Loans Credit because of such Issuing Agent's failure to determine that documents received under the Revolving Letter of Credit and, subject to satisfaction of comply on their face with the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueterms thereof).

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.7(b) hereofabove, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “"Reimbursement Obligation”") shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made by no later than 1:00 p.m. P.M. (Chicago Toronto time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 11:30 a.m. (Chicago Toronto time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 11:30 a.m. (Chicago Toronto time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in immediately available funds at the Administrative Agent’s 's principal office in ChicagoToronto, Illinois Ontario, or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds), provided, that, if such day is not a Business Day, the date for such payment shall be extended to the next succeeding Business Day. Upon payment by the L/C Issuer of any drawing under a Letter of Credit, the Borrower shall be deemed to have requested (without regard to the timing requirements for delivery of a Notice of Borrowing otherwise set forth in this Agreement) a Revolving Loan on that date in an amount equal to (or if necessary, such greater amount as is required to comply with the minimum Borrowing amounts permitted by this Agreement) the related Reimbursement Obligation with respect to such drawing and the proceeds of such Revolving Loan shall be applied on that date to pay such Reimbursement Obligation to the L/C Issuer. Any such Revolving Loan shall initially be a Prime Rate Loan. If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.7(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.7(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof2.2(b), the obligation of the Borrower Borrowers to reimburse the an L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 p.m. 12:00 Noon (Chicago Cincinnati time) on the date when which each drawing is to be paid if the Borrower has Borrowers have been informed of such drawing by the such L/C Issuer on or before 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower Borrowers after 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrowers, and the Administrative Agent shall thereafter cause to be distributed to the applicable L/C Issuer such amount(s) in like funds). With respect to any Letter of Credit denominated in U.S. Dollars, the Borrowers shall reimburse the applicable L/C Issuer in U.S. Dollars. With respect to any Canadian Letter of Credit denominated in Canadian Dollars, the Borrowers shall reimburse the applicable Canadian L/C Issuer in Canadian Dollars, unless such Canadian L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in U.S. Dollars in an amount equal to the U.S. Dollar Equivalent of such Reimbursement Obligation. If the Borrower does Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be -55‑ distributed in the currency received in accordance with Section 1.3(e2.2(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, their obligations under this Section 2.2(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrowers may otherwise have against the Administrative Agent, any L/C Issuer or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; provided(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, howeverof set-off the Borrowers may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), if the Borrower Administrative Agent, any L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or an L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or an L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.2(c), constitute a legal or equitable discharge of the Borrowers’ obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or the L/C Issuers shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any such reimbursement payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuers from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are caused by the applicable L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the due datepart of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), the Borrower such L/C Issuer shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction exercised care in each such determination. In furtherance of the conditions set forth foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in Section 7.1 except substantial compliance with the terms of a Letter of Credit, an L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for 7.1(c) hereoffurther investigation, a Loan shall be made on regardless of any notice or information to the contrary, or refuse to accept and make payment upon such date documents if such documents are not in strict compliance with the amount terms of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then duesuch Letter of Credit.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b1.2(b) hereof, the obligation of the Borrower to reimburse the each L/C Issuer for all drawings under a Letter of Credit issued by such L/C Issuer (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. 12:00 Noon (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the relevant L/C Issuer on or before 11:00 11:30 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 11:30 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the relevant L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e1.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.2(d) below; provided, however. Notwithstanding anything contained in this Agreement or in any Application, if the Borrower does not make any such reimbursement payment Letter of Credit issued hereunder remains outstanding on the due dateRevolving Credit Termination Date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under deposit with the Administrative Agent on the Revolving Credit and, subject Termination Date immediately available funds in an amount equal to satisfaction 105% of the conditions aggregate amount then available for drawing under all such Letters of Credit, and the Borrower agrees to immediately make such payment without notice or demand of any nature whatsoever. All amounts paid pursuant to the immediately preceding sentence shall be held by the Administrative Agent as set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due9.4.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b1.2(b) hereof, the obligation of the Borrower to shall reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing payment by the L/C Issuer on or before 11:00 11:30 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing payment is given to the Borrower after 11:00 11:30 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon 10:00 a.m. (Chicago time) on the following next Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e1.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.2(d) below. The Borrower’s Reimbursement Obligations as provided in this Section 1.2(c) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the relevant Application under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the L/C 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 (iv) 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 Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the L/C Issuer, nor any of their or their Affiliates’ directors, officers, employees, agents or advisors, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuer; provided, however, if provided that the foregoing shall not be construed to excuse the L/C Issuer from liability to the Borrower does not make to the extent of any such reimbursement payment direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the due datepart of the L/C Issuer (as finally determined by a court of competent jurisdiction), the Borrower L/C Issuer shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction exercised care in each such determination. In furtherance of the conditions set forth foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in Section 7.1 except substantial compliance with the terms of a Letter of Credit, the L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for 7.1(c) hereoffurther investigation, a Loan regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. In the event of any conflict between the terms of this Agreement and the terms of any Application, the terms of this Agreement shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then duegovern.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof2.3(b), the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 p.m. 12:00 Noon (Chicago Cincinnati time) on the date when which each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateL/C Issuer and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the relevant Application, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrower may otherwise have against the Administrative Agent, the L/C Issuer or any Lender, including (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, set‑off, defense, or other right of the Borrower may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or a L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit; or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or a L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.3(c), constitute a legal or equitable discharge of the Borrower’s obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or the L/C Issuer shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower and each other Loan Party to the extent permitted by applicable Legal Requirements) suffered by the Borrower or any other Loan Party that are caused by the L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the L/C Issuer (as determined by a court of competent jurisdiction by final and nonappealable judgment), the L/C Issuer shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction exercised care in each such determination. In furtherance of the conditions set forth foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in Section 7.1 except substantial compliance with the terms of a Letter of Credit, the L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for 7.1(c) hereoffurther investigation, a Loan shall be made on regardless of any notice or information to the contrary, or refuse to accept and make payment upon such date documents if such documents are not in strict compliance with the amount terms of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then duesuch Letter of Credit.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.2(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. (Chicago Cincinnati time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due (including with the proceeds of a Borrowing pursuant to Section 2.4 hereof) and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.2(d) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof2.2(b), the obligation of the Borrower Borrowers to reimburse the an L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 p.m. 12:00 Noon (Chicago Cincinnati time) on the date when which each drawing is to be paid if the Borrower has Borrowers have been informed of such drawing by the such L/C Issuer on or before 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower Borrowers after 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrowers, and the Administrative Agent shall thereafter cause to be distributed to the applicable L/C Issuer such amount(s) in like funds). With respect to any Letter of Credit denominated in U.S. Dollars, the Borrowers shall reimburse the applicable L/C Issuer in U.S. Dollars. With respect to any Canadian Letter of Credit denominated in Canadian Dollars, the Borrowers shall reimburse the applicable Canadian L/C Issuer in Canadian Dollars, unless such Canadian L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in U.S. Dollars in an amount equal to the U.S. Dollar Equivalent of such Reimbursement Obligation. If the Borrower does Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 1.3(e2.2(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, their obligations under this Section 2.2(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrowers may otherwise have against the Administrative Agent, any L/C Issuer or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; provided(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, howeverof set-off the Borrowers may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), if the Borrower Administrative Agent, any L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or an L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or an L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.2(c), constitute -60‑ a legal or equitable discharge of the Borrowers’ obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or the L/C Issuers shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any such reimbursement payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuers from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are caused by the applicable L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the due datepart of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), the Borrower such L/C Issuer shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction exercised care in each such determination. In furtherance of the conditions set forth foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in Section 7.1 except substantial compliance with the terms of a Letter of Credit, an L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for 7.1(c) hereoffurther investigation, a Loan shall be made on regardless of any notice or information to the contrary, or refuse to accept and make payment upon such date documents if such documents are not in strict compliance with the amount terms of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then duesuch Letter of Credit.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings (for the avoidance of doubt, excluding any fees and expenses incurred by the L/C Issuer in connection therewith) under a Letter of Credit (a “Reimbursement Obligation”) and the obligation to pay fees and expenses incurred by the L/C Issuer in connection therewith shall be governed by the Application related to such Letter of Credit, except that reimbursement of the Reimbursement Obligations shall be made by no later than 1:00 p.m. (Chicago New York time) on the Business Day immediately following the date when each drawing is to be paid if that the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when receives notice that such drawing is to be paid made (or, if such notice of such drawing is given received less than two hours prior to the Borrower after 11:00 a.m. (Chicago time) deadline for requesting Base Rate Loans pursuant to Section 1.6, on the second Business Day immediately following the date when the Borrower receives such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Daynotice), in immediately available funds at the Administrative Agent’s principal office in ChicagoNew York, Illinois New York or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). As to any Letter of Credit payable in an Eligible Foreign Currency, the Reimbursement Obligation shall be payable in either (i) the U.S. Dollar Equivalent of the relevant amount of such Eligible Foreign Currency at the rate of exchange then current in New York, New York for transfers of such Eligible Foreign Currency to the place of payment or (ii) such Eligible Foreign Currency. If the Borrower does not inform the L/C Issuer that it intends to timely reimburse the amount of any drawing under a Letter of Credit in accordance with this Section 1.3(c) from its own funds, the Administrative Agent shall promptly notify each relevant Revolving Lender of the date of such drawing, the amount of such Reimbursement Obligation, and the amount of such Revolving Lender’s Revolver Percentage thereof and the Borrower shall be deemed to have requested a Borrowing of Revolving Loans in the form of Base Rate Loans to be disbursed on the date of such drawing in an amount equal to the U.S. Dollar Equivalent of such Reimbursement Obligation (without regard to the minimums and multiples specified in Section 1.5 hereof) and such Reimbursement Obligation shall be deemed discharged, subject to (x) the aggregate amount of Revolving Credit Commitments of such Class available at such time and (y) the conditions set forth in Section 7.1 hereof (it being understood that the failure of the Borrower to pay the L/C Issuer the Reimbursement Obligation from its own funds and any delay in the payment of any Reimbursement Obligation beyond the date and time due shall not constitute a Default or an Event of Default hereunder to the extent a Base Rate Loan is disbursed in accordance with this Section 1.3(c)); provided that with respect to any Reimbursement Obligations that are not reimbursed by a Borrowing of Revolving Loans, such Reimbursement Obligations that are not so reimbursed shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the Default Rate as set forth in Section 1.10. If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations Participating Interest therein in the manner set forth in Section 1.3(e1.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.3(d) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof2.2(b), the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. 12:00 Noon (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 10:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 10:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois Illinois, or such other office as the Administrative Agent may designate in writing to the Borrower (who and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds); provided, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.1 or 2.5 that such payment be financed with a Borrowing of Revolving Loans or a Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Revolving Loans or Swingline Loan. If the Borrower does do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.2(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.2(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.2(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made by no later than 1:00 p.m. 12:00 Noon (Chicago Cincinnati time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) noon on the following Business Day, Day in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds; provided that, with respect to drawings for which notice is given after 11:30 a.m. (Cincinnati time), if the Borrower does not reimburse the L/C issuer on the date such drawing is paid, the Borrower shall pay to the L/C Issuer interest on such Reimbursement Obligation from the date such drawing is paid until the date such Reimbursement Obligation is due at a rate per annum (computed on the basis of 360 days and the actual days elapsed) equal to the Applicable Margin plus the Base Rate from time to time in effect. If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.2(d) below; provided, however, if . The obligations of the Borrower does under this Section 2.2 shall be absolute, irrevocable and unconditional under any and all circumstances and shall not make be subject to any such reimbursement set-off, counterclaim or defense to payment on that the due dateBorrower may have or has had against the L/C Issuer, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under Administrative Agent, any Lender or any other Person. Without limiting the Revolving Credit and, subject to satisfaction generality of the conditions set forth in foregoing, such obligations shall not be affected by any Default or Event of Default, and each payment by a Borrower under this Section 7.1 except for 7.1(c) hereof, a Loan 2.2 shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then duewithout any offset, abatement, withholding or reduction whatsoever.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b1.3(d) hereof, the obligation joint and several obligations of the Borrower Borrowers to reimburse the L/C Issuer Agent for all drawings under a Letter of Credit (a “"Reimbursement Obligation”") shall be governed by the Application related to such Letter of Credit, except that (i) the reimbursement by the Borrowers of draws made under a Letter of Credit denominated in U.S. Dollars shall be made in U.S. Dollars and (ii) the reimbursement by the Borrowers of draws made under a Letter of Credit denominated in an Available Foreign Currency shall be made by payment in U.S. Dollars of the U.S. Dollar Equivalent, calculated on the date the Agent paid such draw, of the amount paid by the Agent pursuant to such draw, or, if the Agent shall elect by notice to the Borrowers, by payment in the Available Foreign Currency which was paid by the Agent pursuant to such drawing in an amount equal to such drawing and (iii) reimbursement in U.S. Dollars of a drawing paid shall be made by no later than 1:00 1:30 p.m. (Chicago time) on the date when each drawing is to paid and reimbursement in an Available Foreign Currency of a drawing paid shall be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, made by no later than 12:00 Noon (Chicago time) noon local time at the place of payment or if earlier, such local time as is necessary for such funds to be received and transferred to the Agent for same day value on the following day such Reimbursement Obligation is due; any payment of a Reimbursement Obligation received after such time shall be deemed to have been received by the Agent on the next Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders Banks fund their participations therein in the manner set forth in Section 1.3(e1.3(f) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.3(f) below; provided, however, if . The joint and several obligations of the Borrower does not make any such reimbursement payment on Borrowers to the due date, the Borrower Agent under this Section 1.3 shall be deemed absolute, irrevocable and unconditional under any and all circumstances whatsoever (except, without limiting the Borrowers' joint and several obligations under each Application, to have requested the extent it is ultimately determined by a Borrowing court of Base Rate Loans competent jurisdiction in a final non-appealable order that a Borrower is relieved from its obligation to reimburse the Agent for a drawing under a Letter of Credit because of the Agent's gross negligence or willful misconduct in determining that documents received under the Revolving Letter of Credit and, subject to satisfaction of comply with the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueterms thereof).

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b1.2(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. 12:00 Noon (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 9:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 9:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). Unless the Borrower has reimbursed the L/C Issuer 12:00 Noon (Chicago time) on the date a drawing is paid, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans in the amount paid by the L/C Issuer in connection with the relevant drawing and the Administrative Agent shall promptly notify the Lenders of the amount of such requested Borrowing and each Lender’s Revolver Percentage thereof. Such Base Rate Loans shall only be made if all conditions precedent to the Lender’s obligation to make the requested Loans are satisfied, other than the minimum amount required by Section 1.4 hereof and the delivery of a Notice of Borrowing as required by Section 1.5(a). Each Lender shall fund its Revolver Percentage of the requested Base Rate Loans in the manner specified in Section 1.5(c) hereof. If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e1.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.2(d) below; provided, however, if the Borrower does . All unpaid Reimbursement Obligations that are not make any such reimbursement payment required to be paid on the due date, date the Borrower relevant drawing under a Letter of Credit is paid shall be deemed bear interest from the date such drawing is honored at a rate per annum equal to have requested a Borrowing the sum of the Base Rate Loans under from time to time in effect plus the Revolving Credit andApplicable Margin, subject to satisfaction Section 1.9 hereof. The Reimbursement Obligations of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan Borrower under this Agreement shall be made on such date absolute, unconditional, and irrevocable, and shall be performed strictly in accordance with the amount terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations then due based on any circumstance whatsoever, including in any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) any amendment or waiver of or any consent to departure from any Loan Document made after the Closing Date; (iii) the existence of any claim, set-off, counterclaim, defense, or other rights which the Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, the Administrative Agent, the L/C Issuer, any Lender, or any other Person, whether in connection with any Loan proceeds shall Document or any unrelated transaction; (iv) any statement, draft, or other documentation presented under any Letter of Credit proving to be applied forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (v) payment by the L/C Issuer under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (vi) any other circumstance whatsoever, whether or not similar to pay any of the Reimbursement Obligations then dueforegoing.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b1.3(d) hereof, the obligation joint and several obligations of the Borrower applicable Borrowers (determined as set forth in clause (i) of the third sentence of Section 1.3(d) hereof) to reimburse the L/C Issuer relevant Issuing Agent for all drawings under a Letter of Credit (a “"Reimbursement Obligation”") shall be governed by the Application related to such Letter of Credit, except that (i) payments of drawings shall be made to the Administrative Agent, not the Issuing Agent, and the Administrative Agent shall promptly thereafter remit such payment in like funds as received to the relevant Issuing Agent, (ii) the reimbursement by such Borrowers of drawings made under a Letter of Credit denominated in U.S. Dollars shall be made in U.S. Dollars and (iii) the reimbursement by such Borrowers of drawings made under a Letter of Credit denominated in an Alternative Currency shall be made by payment in U.S. Dollars of the U.S. Dollar Equivalent, calculated on the date the relevant Issuing Agent paid such draws, of the amount paid by such Issuing Agent pursuant to such drawing, or, if such Issuing Agent shall elect by notice to the Company and the Administrative Agent, by payment in the Alternative Currency which was paid by such Issuing Agent pursuant to such drawing in an amount equal to such drawing and (iv) reimbursement in U.S. Dollars of a drawing paid shall be made by no later than 1:00 1:30 p.m. (Chicago time) on the date when each drawing is to be paid if the applicable Borrower has been informed of such drawing is notified by the L/C Issuer on or before Issuing Agent by 11:00 a.m. (Chicago time) that a reimbursement is due on the date when such drawing is to be paid that day or, if notice of such drawing is given to the applicable Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by the end of such day, and reimbursement in an Alternative Currency of a drawing paid shall be made by no later than 12:00 Noon (Chicago time) noon local time at the place of payment or if earlier, such local time as is necessary for such funds to be received and transferred to the relevant Issuing Agent for same day value on the following day such Reimbursement Obligation is due; any payment of a Reimbursement Obligation received after such time shall be deemed to have been received by the relevant Issuing Agent on the next Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does applicable Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders Banks fund their participations therein in the manner set forth in Section 1.3(e1.3(f) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.3(f) below; provided. The joint and several obligations of the applicable Borrowers to the Issuing Agents under this Section 1.3 shall be absolute, howeverirrevocable and unconditional under any and all circumstances whatsoever (except, if without limiting such Borrowers' joint and several obligations under each Application, to the extent that a Borrower does not make any such reimbursement payment on is relieved under applicable law (including as such, to the due dateextent applicable to a particular Letter of Credit, the Borrower shall be deemed then current Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce) from its obligation to have requested reimburse an Issuing Agent for a Borrowing drawing under a Letter of Base Rate Loans Credit because of such Issuing Agent's failure to determine that documents received under the Revolving Letter of Credit and, subject to satisfaction of comply on their face with the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueterms thereof).

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 2:00 p.m. (Chicago time) on the date when which each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 11:30 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 11:30 a.m. (Chicago time) reimbursement shall be made on the next Business Day following the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoNew York, Illinois New York or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateL/C Issuer and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be deemed absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrower may otherwise have against the Administrative Agent, the L/C Issuer or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim of set-off the Borrower may have requested at any time against a Borrowing beneficiary of Base Rate Loans a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or a L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, provided that the Administrative Agent’s or L/C Issuer’s determination that documents presented under the Revolving Letter of Credit andcomplied with the terms thereof did not constitute gross negligence, subject to satisfaction bad faith or willful misconduct of the conditions set forth in Administrative Agent or L/C Issuer; or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or a L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 7.1 except for 7.1(c) hereof2.3(c), constitute a Loan shall be made on such date in the amount legal or equitable discharge of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueBorrower’s obligations hereunder or under an Application.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement of each drawing shall be made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds (i) if such Reimbursement Obligation is denominated in U.S. Dollars, at the Administrative Agent’s principal office in Chicago, Illinois or and (ii) if such other Reimbursement Obligation is denominated in an Alternative Currency, to such local office as the Administrative Agent may designate has previously specified, in writing each case by no later than 12:00 noon (local time) on the date when each drawing is paid or, if such drawing was paid after 11:30 a.m. (local time), by the end of such day. Anything herein to the Borrower (who contrary notwithstanding, any Reimbursement Obligation denominated in a currency other than U.S. Dollars shall thereafter cause be converted to be distributed U.S. Dollars at the exchange rate quoted to the L/C Issuer on the date such amount(s) Reimbursement Obligation was incurred by major banks in like funds)the interbank foreign exchange market for the purchase of U.S. Dollars for such other currency and such Reimbursement Obligation shall be denominated in U.S. Dollars. If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e1.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.3(d) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof2.3(b), the obligation of the Borrower Borrowers to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit (to the extent such Application does not conflict with this Agreement) and this Agreement, except that reimbursement shall be made by no later than 1:00 p.m. 12:00 Noon (Chicago Eastern time) on the date when each drawing is to be paid if the Borrower Borrowing Agent has been informed of such drawing by the L/C Issuer on or before 11:00 11:30 a.m. (Chicago Eastern time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower Borrowing Agent after 11:00 11:30 a.m. (Chicago Eastern time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrowing Agent, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does Borrowers do not make any such reimbursement payment on the date due and the applicable Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, their obligations under this Section 2.3(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, including without limitation (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, set-off, defense or other right the Borrowers may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or the L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or the L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit; provided, however, if that the Borrower does not make any such reimbursement payment on Administrative Agent’s or the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans L/C Issuer’s determination that documents presented under the Revolving Letter of Credit and, subject to satisfaction comply with the terms thereof did not constitute gross negligence or willful misconduct of the conditions set forth in Administrative Agent or the L/C Issuer; or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or the L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 7.1 except for 7.1(c) hereof2.3(c), constitute a Loan shall be made on such date in the amount legal or equitable discharge of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueBorrowers’ obligations hereunder or under an Application.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower Borrowers to reimburse the L/C Issuer Agent for all drawings under a Letter of Credit (a “"Reimbursement Obligation”") shall be governed by the Application related to such Letter of Credit, except that, if and as long as no Default or Event of Default exists and the other conditions in Section 8.2 hereof are satisfied, any Reimbursement Obligation outstanding on account of a drawing under a Letter of Credit shall automatically convert into a Borrowing of Domestic Rate Loans in an amount equal to the Original Dollar Amount of such Reimbursement Obligation on the date such drawing occurs and the Agent shall notify each Bank thereof, and each Bank shall thereupon fund its Domestic Rate Loan in such Borrowing in accordance with Sections 1.1 and 1.6 (except for any requirement that a Borrowing of Domestic Rate Loans be in a certain amount). If the conditions in Section 8.2 cannot be satisfied with respect to any drawing, then reimbursement of such drawing shall be made in U.S. Dollars (in the case of a drawing under a Letter of Credit denominated in U.S. Dollars) or in the U.S. Dollar Equivalent (in the case of a drawing under a Letter of Credit denominated in an Alternative Currency) in immediately available funds at the Agent's principal office in Chicago, Illinois by no later than 1:00 p.m. (Chicago time) on the date when each such drawing is to be paid or, if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 was paid after 11:30 a.m. (Chicago time) on ), by the date when such drawing is to be paid or, if notice end of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds)day. If the relevant Borrower does not make any such reimbursement payment on the date due and the Participating Lenders Banks fund their participations therein in the manner set forth in Section 1.3(e1.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.3(d) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof2.3(b), the obligation of the Borrower to reimburse the an L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 2:00 p.m. (Chicago time) on the date when which each drawing is to be paid if the Borrower has been informed of such drawing by the such L/C Issuer on or before 11:00 11:30 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 11:30 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the such L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateeach L/C Issuer and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the relevant Application, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrower may otherwise have against the Administrative Agent, any L/C Issuer or any Lender, including (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, set-off, defense, or other right of the Borrower may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, any L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or an L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or an L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.3(c), constitute a legal or equitable discharge of the Borrower’s obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or any L/C Issuer shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such L/C Issuer; provided that the foregoing shall not be construed to excuse an L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower and each other Loan Party to the extent permitted by applicable Law) suffered by the Borrower or any other Loan Party that are caused by such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an L/C Issuer (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction exercised care in each such determination. In furtherance of the conditions set forth foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in Section 7.1 except substantial compliance with the terms of a Letter of Credit, an L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for 7.1(c) hereoffurther investigation, a Loan shall be made on regardless of any notice or information to the contrary, or refuse to accept and make payment upon such date documents if such documents are not in strict compliance with the amount terms of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then duesuch Letter of Credit.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.2(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made by no later than 1:00 p.m. 12:00 Noon (Chicago Cincinnati time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) noon on the following Business Day, Day in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds; provided that, with respect to drawings for which notice is given after 11:30 a.m. (Cincinnati time), if the Borrower does not reimburse the L/C issuer on the date such drawing is paid, the Borrower shall pay to the L/C Issuer interest on such Reimbursement Obligation from the date such drawing is paid until the date such Reimbursement Obligation is due at a rate per annum (computed on the basis of 360 days and the actual days elapsed) equal to the Applicable Margin plus the Base Rate from time to time in effect. If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.2(d) below; provided, however, if . The obligations of the Borrower does under this Section 2.2 shall be absolute, irrevocable and unconditional under any and all circumstances and shall not make be subject to any such reimbursement set-off, counterclaim or defense to payment on that the due dateBorrower may have or has had against the the L/C Issuer, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under Administrative Agent, any Lender or any other Person. Without limiting the Revolving Credit and, subject to satisfaction generality of the conditions set forth in foregoing, such obligations shall not be affected by any Default or Event of Default, and each payment by a Borrower under this Section 7.1 except for 7.1(c) hereof, a Loan 2.2 shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then duewithout any offset, abatement, withholding or reduction whatsoever.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b1.2(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer Agent for all drawings under a Letter of Credit (a “"Reimbursement Obligation”") shall be governed by the Application related to such Letter of Credit, except that, if and as long as no Default or Event of Default exists and the other conditions in Section 8.2 hereof are satisfied, any Reimbursement Obligation outstanding on account of a drawing under a Letter of Credit shall automatically convert into a Borrowing of Domestic Rate Loans in an amount equal to such Reimbursement Obligation on the date such drawing occurs and the Agent shall notify each Bank thereof, and each Bank shall thereupon fund its Domestic Rate Loan in such Borrowing in accordance with Sections 1.1 and 1.5 (except for any requirement that a Borrowing of Domestic Rate Loans be in a certain amount). If the conditions in Section 8.2 cannot be satisfied with respect to any drawing, then reimbursement of such drawing shall be made in immediately available funds at the Agent's principal office in Chicago, Illinois by no later than 1:00 2:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower was paid after 11:00 a.m. 12:00 Noon (Chicago time) on the date when such drawing is to be paid), by no later than 12:00 Noon (Chicago time) on the following next Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders Banks fund their participations therein in the manner set forth in Section 1.3(e1.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.2(d) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof2.3(b), the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 2:00 p.m. (Chicago time) on the date when which each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 11:30 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 11:30 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateL/C Issuer and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the relevant Application, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrower may otherwise have against the Administrative Agent, the L/C Issuer or any Lender, including (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, set-off, defense, or other right of the Borrower may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or a L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or a L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.3(c), constitute a legal or equitable discharge of the Borrower’s obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or the L/C Issuer shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower and each other Loan Party to the extent permitted by applicable Law) suffered by the Borrower or any other Loan Party that are caused by the L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the L/C Issuer (as determined by a court of competent jurisdiction by final and nonappealable judgment), the L/C Issuer shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction exercised care in each such determination. In furtherance of the conditions set forth foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in Section 7.1 except substantial compliance with the terms of a Letter of Credit, the L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for 7.1(c) hereoffurther investigation, a Loan shall be made on regardless of any notice or information to the contrary, or refuse to accept and make payment upon such date documents if such documents are not in strict compliance with the amount terms of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then duesuch Letter of Credit.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation joint and several obligations of the Borrower Borrowers to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made in immediately available funds (i) if such Letter of Credit is issued in U.S. Dollars, by no later than 1:00 2:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower Representative has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower Representative after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois Illinois, or such other office as the Administrative Agent may designate in writing to the Borrower Representative and (who ii) if such Letter of Credit is denominated in an Alternative Currency, to such local office as the Administrative Agent has previously specified, by no later than 2:00 p.m. (local time) on the date when each drawing is to be paid if the Borrowers have been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (local time) (including the day before such drawing is to be paid) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower Representative after 11:00 a.m. (local time) on the date when such drawing is to be paid, by no later than 12:00 noon (local time) on the following Business Day (and the Borrowers shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof2.17(b), the obligation of the Borrower Borrowers to reimburse the Issuing Bank for all L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) Disbursements shall be governed by the Application related to such Letter of CreditCredit and this Agreement; provided that, except that reimbursement any grant of a security interest pursuant to any Application shall be made null and void. The Borrowers shall pay the Issuing Bank for each L/C Disbursement by no later than 1:00 3:00 p.m. (Chicago Cincinnati time) on the date when each drawing is to be paid of such L/C Disbursement if the U.S. Borrower has been informed of such drawing by the L/C Issuer Issuing Bank on or before 11:00 10:00 a.m. (Chicago Cincinnati time) on the date when of such drawing is to be paid L/C Disbursement or, if notice of such drawing L/C Disbursement is given to the U.S. Borrower after 11:00 10:00 a.m. (Chicago Cincinnati time) on the date when of such drawing is to be paidL/C Disbursement, by no later than 12:00 Noon (Chicago time) on the following Business Day, in all instances in Dollars equal to the Dollar Equivalent of such L/C Disbursement and in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who U.S. Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer Issuing Bank such Dollar amount(s) in like funds). If the Borrower does Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.17(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations L/C Disbursements shall be distributed in accordance with Section 1.3(e2.17(d) below. In addition, for the benefit of the Administrative Agent, each Issuing Bank, and each Lender, the Borrowers agree that its obligations under this Section 2.17(c) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications therefor, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrowers may otherwise have against the Administrative Agent, any Issuing Bank or any Lender, including (i) any lack of validity or enforceability of any Loan Document; provided(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, howeverof set-off the Borrowers may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), if the Borrower Administrative Agent, any Issuing Bank, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or an Issuing Bank under a Letter of Credit against presentation to the Administrative Agent or an Issuing Bank of a draft or certificate that does not comply with the terms of the Letter of Credit, or (vi) any other act or omission to act or delay of any kind by the Administrative Agent, any Issuing Bank, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.17(c), constitute a legal or equitable discharge of the Borrowers’ obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or any Issuing Bank shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are caused by such reimbursement payment Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the due datepart of an Issuing Bank or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), the Borrower such Issuing Bank shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction exercised care in each such determination. In furtherance of the conditions set forth foregoing and without limiting the generality thereof, the Parties agree that, with respect to documents presented which appear on their face to be in Section 7.1 except substantial compliance with the terms of a Letter of Credit, an Issuing Bank, in its sole discretion, may either accept and make payment upon such documents without responsibility for 7.1(c) hereoffurther investigation, a Loan shall be made on regardless of any notice or information to the contrary, or refuse to accept and make payment upon such date documents if such documents are not in strict compliance with the amount terms of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then duesuch Letter of Credit.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof2.3(b), the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 3:00 p.m. (Chicago Cincinnati time) on the date when which each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) noon on the following next Business Day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Table of Contents Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateL/C Issuer and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrower may otherwise have against the Administrative Agent, the L/C Issuer or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, set-off, defense, or other right of the Borrower may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or a L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or a L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.3(c), constitute a legal or equitable discharge of the Borrower’s obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or the L/C Issuer shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower and each Guarantor to the extent permitted by applicable law) suffered by the Borrower or any Guarantor that are caused by the L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the L/C Issuer (as determined by a court of competent jurisdiction by final and nonappealable judgment), the L/C Issuer shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction exercised care in each such determination. In furtherance of the conditions set forth foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in Section 7.1 except substantial compliance with the terms of a Letter of Credit, the L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for 7.1(c) hereoffurther investigation, a Loan shall be made on regardless of any notice or information to the contrary, or refuse to accept and make payment upon such date documents if such documents are not in strict compliance with the amount terms of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.such Letter of Credit. Table of Contents

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof2.3(b), the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 p.m. 12:00 Noon (Chicago Cincinnati time) on the date when which each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateL/C Issuer and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the relevant Application, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrower may otherwise have against the Administrative Agent, the L/C Issuer or any Lender, including (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, set-off, defense, or other right of the Borrower may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or a L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or a L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.3(c), constitute a legal or equitable discharge of the Borrower’s obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or the L/C Issuer shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower and each other Loan Party to the extent permitted by applicable law) suffered by the Borrower or any other Loan Party that are caused by the L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the L/C Issuer (as determined by a court of competent jurisdiction by final and nonappealable judgment), the L/C Issuer shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction exercised care in each such determination. In furtherance of the conditions set forth foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in Section 7.1 except substantial compliance with the terms of a Letter of Credit, the L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for 7.1(c) hereoffurther investigation, a Loan shall be made on regardless of any notice or information to the contrary, or refuse to accept and make payment upon such date documents if such documents are not in strict compliance with the amount terms of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then duesuch Letter of Credit.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof2.3(b), the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made (i) by no later than 1:00 2:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 10:00 a.m. (Chicago time) on the date when such drawing is to be paid orand the Borrower has notified the Administrative Agent by 1:00 p.m. (Chicago time) on such date that the Borrower will reimburse the L/C Issuer on the date each such drawing is to be paid, or (ii) if notice of such drawing is given to the Borrower after 11:00 10:00 a.m. (Chicago time) on the date when such drawing is to be paid or if the Borrower fails to notify the Administrative Agent by 1:00 p.m. (Chicago time) on such date that the Borrower will reimburse the L/C Issuer on the date each such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in each case, ‑32‑ in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois Illinois, or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Revolving Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Revolving Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof2.2(b), the obligation of the Borrower Borrowers to reimburse the an L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 p.m. 12:00 Noon (Chicago Cincinnati time) on the date when which each drawing is to be paid if the Borrower has Borrowers have been informed of such drawing by the such L/C Issuer on or before 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower Borrowers after 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrowers, and the Administrative Agent shall thereafter cause to be distributed to the applicable L/C Issuer such amount(s) in like funds). With respect to any Letter of Credit denominated in U.S. Dollars, the Borrowers shall reimburse the applicable L/C Issuer in U.S. Dollars. With respect to any Canadian Letter of Credit denominated in Canadian Dollars, the Borrowers shall reimburse the applicable Canadian L/C Issuer in Canadian Dollars, unless such Canadian L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in U.S. Dollars in an amount equal to the U.S. Dollar Equivalent of such Reimbursement Obligation. If the Borrower does Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 1.3(e2.2(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, their obligations under this Section 2.2(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrowers may otherwise have against the Administrative Agent, any L/C Issuer or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; provided(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, howeverof set-off the Borrowers may have at any time against a beneficiary of a Letter of Credit (or Exhibit 10.1 any Person for whom a beneficiary may be acting), if the Borrower Administrative Agent, any L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or an L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or an L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.2(c), constitute a legal or equitable discharge of the Borrowers’ obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or the L/C Issuers shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any such reimbursement payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuers from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are caused by the applicable L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the due datepart of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), the Borrower such L/C Issuer shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction exercised care in each such determination. In furtherance of the conditions set forth foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in Section 7.1 except substantial compliance with the terms of a Letter of Credit, an L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for 7.1(c) hereoffurther investigation, a Loan shall be made on regardless of any notice or information to the contrary, or refuse to accept and make payment upon such date documents if such documents are not in strict compliance with the amount terms of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then duesuch Letter of Credit.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 2:00 p.m. (Chicago time) on the date when each one Business Day after such drawing is to be has been paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 10:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 10:00 a.m. (Chicago time) on reimbursement shall be made within two Business Days following the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds in the currency of such drawing at the Administrative Agent’s principal office in ChicagoNew York, Illinois New York or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower fails to pay a Reimbursement Obligation on the date and at the time required, then if such payment relates to a Foreign Currency Letter of Credit, automatically and with no further action required, the Borrower’s Reimbursement Obligation shall be permanently converted into an obligation to reimburse the Dollar Equivalent, calculated using the applicable Spot Rate on the date when such payment was due, of such drawing under the Letter of Credit. If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateL/C Issuer and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit andabsolute, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereofunconditional and irrevocable, a Loan and shall be made on such date performed strictly in accordance with the amount terms of this Agreement and the Reimbursement Obligations then due which Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrower may otherwise have against the Administrative Agent, the L/C Issuer or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan proceeds shall be applied to pay the Reimbursement Obligations then due.Document;

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. (Chicago New York time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago New York time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago New York time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago New York time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in ChicagoCleveland, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit Facility and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Revolving Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Revolving Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower Borrowers to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made at the Administrative Agent’s principal office in Chicago, Illinois, in each case by no later than 1:00 1:30 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower Representative has been informed of such drawing by the L/C Issuer on or before 11:00 10:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower Representative after 11:00 10:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon 1:30 p.m. (Chicago time) on the following next Business DayDay thereafter, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the funds. The Administrative Agent may designate in writing to the Borrower (who shall thereafter cause the funds received to be distributed to the L/C Issuer such amount(s) in like funds. So long as all conditions to making advances set forth in this Agreement are satisfied at such time, the Administrative Agent agrees to promptly make Revolving Loans to Borrowers for such purposes in the manner set forth in Section 1.6(e). If the Borrower does Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e1.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.3(d) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower . All Reimbursement Obligations shall be deemed to have requested a Borrowing valued in Dollar Equivalents as determined by the Administrative Agent at the time of Base Rate Loans under the Revolving Credit and, subject to satisfaction drawing of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount applicable Letter of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueCredit.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the a Borrower to reimburse the an L/C Issuer for all drawings under a Letter of Credit originally requested by such Xxxxxxxx (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 3:00 p.m. (Chicago New York City time) on the date when each drawing is to be paid if the applicable Borrower has been informed of such drawing by the applicable L/C Issuer on or before 11:00 a.m. 12:00 Noon (Chicago New York City time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower that originally requested such Letter of Credit after 11:00 a.m. 12:00 Noon (Chicago New York City time) on the date when such drawing is to be paid, by no later than 12:00 Noon 3:00 p.m. (Chicago New York City time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in ChicagoCharlotte, Illinois North Carolina, or such other office as the Administrative Agent may designate in writing to the applicable Borrower (who shall thereafter cause to be distributed to the such L/C Issuer such amount(s) in like funds); provided that such Borrower may, subject to the conditions to borrowing set forth in Section 7.1 hereof, request in accordance with Section 1.6 hereof (but without regard to the minimum borrowing amounts and increments in Section 1.5 hereof) that such reimbursement be financed with a Borrowing that is comprised of Base Rate Loans 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 Borrowing. In the case of a Letter of Credit denominated in Canadian Dollars, the relevant Borrower shall reimburse the applicable L/C Issuer in Canadian Dollars, unless (A) such L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in U.S. Dollars, or (B) in the absence of any such requirement for reimbursement in U.S. Dollars, the relevant Borrower shall have notified such L/C Issuer promptly following receipt of the notice of drawing that such Borrower will reimburse such L/C Issuer in U.S. Dollars. In the case of any such reimbursement in U.S. Dollars of a drawing under a Letter of Credit denominated in Canadian Dollars, such L/C Issuer shall notify the relevant Borrower of the U.S. Dollar Equivalent of the amount of the drawing promptly following the determination thereof. In the event that (A) a drawing denominated in Canadian Dollars is to be reimbursed in U.S. Dollars pursuant to the foregoing sentence and (B) the U.S. Dollar amount paid by the relevant Borrower, whether on or after the date of drawing, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in Canadian Dollars equal to the drawing, such Xxxxxxxx agrees, as a separate and independent obligation, to indemnify such L/C Issuer for the loss resulting from its inability on that date to purchase Canadian Dollars in the full amount of the drawing. If the a Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.2(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made by no later than 1:00 p.m. (Chicago New York time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. 12:30 p.m. (Chicago New York time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. 12:30 p.m. (Chicago New York time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) 1:00 p.m. on the following Business Day, Day in immediately available funds at the Administrative Agent’s principal office in ChicagoOffice, Illinois or such other office as and the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds; provided that, with respect to drawings for which notice is given after 12:30 p.m. (New York time), if the Borrower does not reimburse the L/C issuer on the date such drawing is paid, the Borrower shall pay to the L/C Issuer interest on such Reimbursement Obligation from the date such drawing is paid until the date such Reimbursement Obligation is due at a rate per annum (computed on the basis of 360 days and the actual days elapsed) equal to the Applicable Margin plus the Base Rate from time to time in effect. If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.2(d) below; provided, however, if . The obligations of the Borrower does under this Section 2.2 shall be absolute, irrevocable and unconditional under any and all circumstances and shall not make be subject to any such reimbursement set-off, counterclaim or defense to payment on that the due dateBorrower may have or has had against the L/C Issuer, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under Administrative Agent, any Lender or any other Person. Without limiting the Revolving Credit and, subject to satisfaction generality of the conditions set forth in foregoing, such obligations shall not be affected by any Default or Event of Default, and each payment by a Borrower under this Section 7.1 except for 7.1(c) hereof, a Loan 2.2 shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then duewithout any offset, abatement, withholding or reduction whatsoever.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b1.3(d) hereof, the obligation joint and several obligations of the Borrower applicable Borrowers (determined as set forth in clause (i) of the fourth sentence of Section 1.3(d) hereof) to reimburse the L/C Issuer relevant Issuing Agent for all drawings under a Letter of Credit (a “"Reimbursement Obligation”") shall be governed by the Application related to such Letter of Credit, except that (i) payments of drawings shall be made to the Administrative Agent, not the Issuing Agent, and the Administrative Agent shall promptly thereafter remit such payment in like funds as received to the relevant Issuing Agent, (ii) the reimbursement by such Borrowers of drawings made under a Letter of Credit denominated in U.S. Dollars shall be made in U.S. Dollars and (iii) the reimbursement by such Borrowers of drawings made under a Letter of Credit denominated in an Alternative Currency shall be made by payment in U.S. Dollars of the U.S. Dollar Equivalent, calculated on the date the relevant Issuing Agent paid such draws, of the amount paid by such Issuing Agent pursuant to such drawing, or, if such Issuing Agent shall elect by notice to the Company and the Administrative Agent, by payment in the Alternative Currency which was paid by such Issuing Agent pursuant to such drawing in an amount equal to such drawing and (iv) reimbursement in U.S. Dollars of a drawing paid shall be made by no later than 1:00 1:30 p.m. (Chicago time) on the date when each drawing is to paid and reimbursement in an Alternative Currency of a drawing paid shall be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, made by no later than 12:00 Noon (Chicago time) noon local time at the place of payment or if earlier, such local time as is necessary for such funds to be received and transferred to the relevant Issuing Agent for same day value on the following day such Reimbursement Obligation is due; any payment of a Reimbursement Obligation received after such time shall be deemed to have been received by the relevant Issuing Agent on the next Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does applicable Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders Banks fund their participations therein in the manner set forth in Section 1.3(e1.3(f) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.3(f) below; provided. The joint and several obligations of the applicable Borrowers to the Issuing Agents under this Section 1.3 shall be absolute, howeverirrevocable and unconditional under any and all circumstances whatsoever (except, if without limiting such Borrowers' joint and several obligations under each Application, to the extent that a Borrower does not make any such reimbursement payment on is relieved under applicable law (including as such, to the due dateextent applicable to a particular Letter of Credit, the Borrower shall be deemed then current Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce) from its obligation to have requested reimburse an Issuing Agent for a Borrowing drawing under a Letter of Base Rate Loans Credit because of such Issuing Agent's failure to determine that documents received under the Revolving Letter of Credit and, subject to satisfaction of comply on their face with the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueterms thereof).

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.6(b) hereofabove, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “"Reimbursement Obligation”") shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made by no later than 1:00 p.m. P.M. (Chicago Toronto time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 11:30 a.m. (Chicago Toronto time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 11:30 a.m. (Chicago Toronto time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in immediately available funds at the Administrative Agent’s 's principal office in ChicagoToronto, Illinois Ontario, or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds), provided, that, if such day is not a Business Day, the date for such payment shall be extended to the next succeeding Business Day. Upon payment by the L/C Issuer of any drawing under a Letter of Credit, the Borrower shall be deemed to have requested (without regard to the timing requirements for delivery of a Notice of Borrowing otherwise set forth in this Agreement) a Revolving Loan on that date in an amount equal to (or if necessary, such greater amount as is required to comply with the minimum Borrowing amounts permitted by this Agreement) the related Reimbursement Obligation with respect to such drawing and the proceeds of such Revolving Loan shall be applied on that date to pay such Reimbursement Obligation to the L/C Issuer. Any such Revolving Loan shall initially be a Prime Rate Loan. If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.6(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.6(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from The Issuing Bank shall notify the beneficiary Borrower of any Letter of Credit of any notice of a each drawing under such a Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b1.2(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer Issuing Bank for all drawings under a Letter of Credit (a “"Reimbursement Obligation”") shall be governed by the Application related to such Letter of Credit, except that (i) reimbursement of each drawing shall be made in immediately available funds at the Issuing Bank's principal office in Milwaukee, Wisconsin by no later than 1:00 p.m. Noon (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago Milwaukee time) on the date when such drawing is to be paid or, (the "Honor Date") and (ii) if notice of such drawing is given to the Borrower after 11:00 a.m. fails to reimburse the Issuing Bank for the full amount of a drawing under a Letter of Credit by Noon (Chicago Milwaukee time) on the date when such drawing is to be paidHonor Date, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to [x] the Borrower (who shall thereafter cause to be distributed to shall, unless the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) belowRevolving Credit Commitments have terminated, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing Committed Revolving Loans consisting of Base Domestic Rate Loans under from the Revolving Credit andBanks in the aggregate amount equal to the unreimbursed amount of such drawing and [y] the Issuing Bank shall, subject to satisfaction by 1:30 p.m. (Milwaukee time) on the Honor Date, notify the Agent and each Bank of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall aggregate amount of the Committed Revolving Loans to be made on such date date. In the event of such a Borrowing, each Bank shall fund its Percentage of such Committed Revolving Loans in the amount of manner specified in Section 1.5(d) by 3:00 p.m. (Milwaukee time) on the Honor Date and the Agent shall forward such Committed Revolving Loans to the Issuing Bank for credit against the Borrower's Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.Obligation. If

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof2.2(b), the obligation of the Borrower Borrowers to reimburse the an L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 p.m. 12:00 Noon (Chicago Cincinnati time) on the date when which each drawing is to be paid if the Borrower has Borrowers have been informed of such drawing by the such L/C Issuer on or before 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower Borrowers after 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrowers, and the Administrative Agent shall thereafter cause to be distributed to the applicable L/C Issuer such amount(s) in like funds). With respect to any Letter of Credit denominated in U.S. Dollars, the Borrowers shall reimburse the applicable L/C Issuer in U.S. Dollars. With respect to any Canadian Letter of Credit denominated in Canadian Dollars, the Borrowers shall reimburse the applicable Canadian L/C Issuer in Canadian Dollars, unless such Canadian L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in U.S. Dollars in an amount equal to the U.S. Dollar Equivalent of such Reimbursement Obligation. If the Borrower does Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 1.3(e2.2(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, their obligations under this Section 2.2(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrowers may otherwise have against the Administrative Agent, any L/C Issuer or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; provided(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, howeverof set-off the Borrowers may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), if the Borrower Administrative Agent, any L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or an L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or an L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.2(c), constitute a legal or equitable discharge of the Borrowers’ obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or the L/C Issuers shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any such reimbursement payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuers from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are caused by the applicable L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the due datepart of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), the Borrower such L/C Issuer shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction exercised care in each such determination. In furtherance of the conditions set forth foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in Section 7.1 except substantial compliance with the terms of a Letter of Credit, an L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for 7.1(c) hereoffurther investigation, a Loan shall be made on regardless of any notice or information to the contrary, or refuse to accept and make payment upon such date documents if such documents are not in strict compliance with the amount terms of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then duesuch Letter of Credit.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b1.2(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. (Chicago New York, New York time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 10:00 a.m. (Chicago New York, New York time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 10:00 a.m. (Chicago New York, New York time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in immediately available funds at the Administrative Agent’s principal office in ChicagoNew York, Illinois New York or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). Unless the Borrower has reimbursed the L/C Issuer by 1:00 p.m. (New York, New York time) on the date a drawing is paid, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans in the amount paid by the L/C Issuer in connection with the relevant drawing and the Administrative Agent shall promptly notify the Lenders of the amount of such requested Borrowing and each Lender’s Revolver Percentage thereof. Such Base Rate Loans shall only be made if all conditions precedent to the Lender’s obligation to make the requested Loans are satisfied, other than the minimum amount required by Section 1.4 hereof and the delivery of a Notice of Borrowing as required by Section 1.5(a). Each Lender shall fund its Revolver Percentage of the requested Base Rate Loans in the manner specified in Section 1.5(d) hereof. If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e1.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.2(d) below; provided, however, if the Borrower does . All unpaid Reimbursement Obligations that are not make any such reimbursement payment required to be paid on the due date, date the Borrower relevant drawing under a Letter of Credit is paid shall be deemed bear interest from the date such drawing is honored at a rate per annum equal to have requested a Borrowing the sum of the Base Rate Loans under from time to time in effect plus the Revolving Credit andApplicable Margin, subject to satisfaction Section 1.9 hereof. The Reimbursement Obligations of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan Borrower under this Agreement shall be made on such date absolute, unconditional, and irrevocable, and shall be performed strictly in accordance with the amount terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations then due based on any circumstance whatsoever, including in any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) any amendment or waiver of or any consent to depart from any Loan Document made after the Closing Date; (iii) the existence of any claim, set-off, counterclaim, defense, or other rights which the Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, the Administrative Agent, the L/C Issuer, any Lender, or any other Person, whether in connection with any Loan proceeds Document or any unrelated transaction; (iv) any statement, draft, or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (v) payment by the L/C Issuer under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (vi) any other circumstance whatsoever, whether or not similar to any of the foregoing. None of the Administrative Agent, the Lenders, or the L/C Issuer (or any correspondent bank thereof) or any of their Affiliated Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be applied construed to pay excuse the Reimbursement Obligations then dueL/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to indirect, punitive, consequential or exemplary damages, claims in respect of which are hereby waived by Borrower to the extent permitted by applicable law) suffered by Borrower that are caused by L/C Issuer’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b1.2(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer Agent for all drawings under a Letter of Credit (a “"Reimbursement Obligation”") shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. 12:00 noon (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s 's principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds)Illinois. If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders Banks fund their participations therein in the manner set forth in Section 1.3(e1.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.2(d) below; provided. The several obligations of the Participating Banks to the Agent under this Section 1.2 shall be absolute, howeverirrevocable and unconditional under any and all circumstances whatsoever (except, if without limiting the Borrower's obligations under each Application, to the extent the Borrower does is relieved from its obligation to reimburse the Agent for a drawing under a Letter of Credit because of the Agent's gross negligence or willful misconduct in determining that documents received under the Letter of Credit comply with the terms thereof) and shall not make be subject to any such reimbursement set-off, counterclaim or defense to payment on which any Participating Bank may have or have had against the due dateBorrower, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under Agent, any other Bank or any other Person whatsoever. Without limiting the Revolving Credit and, subject to satisfaction generality of the conditions set forth in foregoing, such obligations shall not be affected by any Default or Event of Default or by any subsequent reduction or termination of any Commitment of any Bank, and each payment by a Participating Bank under this Section 7.1 except for 7.1(c) hereof, a Loan 1.2 shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds without any offset, abatement, withholding or reduction whatsoever. The Agent shall be applied entitled to pay offset amounts received for the Reimbursement Obligations then dueaccount of a Bank under this Agreement against unpaid amounts due from such Bank to the Agent hereunder (whether as fundings of participations, indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Agent by any Bank arising outside this Agreement.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b1.2(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “"Reimbursement Obligation”") shall be governed by the Application related to such Letter of Credit, except that reimbursement that, if and as long as no Default or Event of Default exists and the other conditions in Section 8.2 hereof are satisfied, any Reimbursement Obligation outstanding on account of a drawing under a Letter of Credit shall be made by no later than 1:00 p.m. (Chicago time) automatically convert into a Borrowing of Domestic Rate Loans in an amount equal to such Reimbursement Obligation on the date when each drawing is to be paid if the Borrower has been informed of such drawing by occurs and the L/C Issuer on or before 11:00 a.m. shall notify the Agent and each Bank thereof, and each Bank shall thereupon fund its Domestic Rate Loan in such Borrowing in accordance with Sections 1.1 and 1.5 (Chicago time) on except for any requirement that a Borrowing of Domestic Rate Loans be in a certain amount). If the date when such drawing is conditions in Section 8.2 cannot be satisfied with respect to be paid orany drawing, if notice then reimbursement of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to shall be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, made in U.S. Dollars in immediately available funds at the Administrative Agent’s 's principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds) by no later than 1:00 p.m. (Chicago time) on the date when such drawing is paid or, if such drawing was paid after 11:30 a.m. (Chicago time), by the end of such day. If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders Banks fund their participations therein in the manner set forth in Section 1.3(e1.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.2(d) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Revolving Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Revolving Loan proceeds shall be applied to pay the Reimbursement Obligations then due.. ​

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof), the obligation of the Borrower to reimburse the L/C Issuer for all drawings (for the avoidance of doubt, excluding any fees and expenses incurred by the L/C Issuer in connection therewith) under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by and reimbursement of the Application related to such Letter of Credit, except that reimbursement Reimbursement Obligations shall be made by no later than 1:00 p.m. (Chicago New York time) on the Business Day immediately following the date when each drawing is to be paid if that the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when receives notice that such drawing is to be paid made (or, if such notice of such drawing is given received less than two hours prior to the Borrower after 11:00 a.m. (Chicago time) deadline for requesting Base Rate Loans pursuant to Section 1.6, on the second Business Day immediately following the date when the Borrower receives such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Daynotice), in U.S. Dollars in funds that are immediately available funds at the Administrative Agent’s principal office in ChicagoNew York, Illinois New York or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). As to any Letter of Credit payable in an Eligible Foreign Currency, the Reimbursement Obligation shall be payable in either (i) the U.S. Dollar Equivalent of the relevant amount of such Eligible Foreign Currency at the rate of exchange then current in New York, New York for transfers of such Eligible Foreign Currency to the place of payment or (ii) such Eligible Foreign Currency. If the Borrower does not inform the L/C Issuer that it intends to timely reimburse the amount of any drawing under a Letter of Credit in accordance with this Section 1.3(c) from its own funds, the Administrative Agent shall promptly notify each relevant Revolving Lender of the date of such drawing, the amount of such Reimbursement Obligation, and the amount of such Revolving Lender’s Revolver Percentage thereof and the Borrower shall be deemed to have requested a Borrowing of Revolving Loans in the form of Base Rate Loans to be disbursed on the date of such drawing in an amount equal to the U.S. Dollar Equivalent of such Reimbursement Obligation (without regard to the minimums and multiples specified in Section 1.5) and such Reimbursement Obligation shall be deemed discharged, subject to (x) the aggregate amount of Revolving Credit Commitments of such Class available at such time and (y) the conditions set forth in Section 7.1 (it being understood that the failure of the Borrower to pay the L/C Issuer the Reimbursement Obligation from its own funds and any delay in the payment of any Reimbursement Obligation beyond the date and time due shall not constitute a Default or an Event of Default hereunder to the extent a Base Rate Loan is disbursed in accordance with this Section 1.3(c)); provided that with respect to any Reimbursement Obligations that are not reimbursed by a Borrowing of Revolving Loans, such Reimbursement Obligations that are not so reimbursed shall bear interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to the Default Rate as set forth in Section 1.10. If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations Participating Interest therein in the manner set forth in Section 1.3(e) below1.3(d), then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due1.3(d).

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof2.2(b), the obligation of the Borrower Borrowers to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. 12:00 Noon (Chicago time) on the date when each drawing is to be paid if the relevant Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 10:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the such Borrower after 11:00 10:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois Illinois, or such other office as the Administrative Agent may designate in writing to the Borrower Borrowers (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds); provided, that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.1 or 2.5 that such payment be financed with a Borrowing of Revolving Loans or a Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Revolving Loans or Swingline Loan. If the Borrower does Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.2(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.2(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof2.3(b), the obligation of the Borrower Borrowers to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 p.m. 12:00 Noon (Chicago Cincinnati time) on the date when which each drawing is to be paid if the Borrower has Borrowers have been informed of such drawing by the L/C Issuer on or before 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower Borrowers after 11:00 11:30 a.m. (Chicago Cincinnati time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoCincinnati, Illinois Ohio or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrowers, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the relevant Application, under all circumstances whatsoever, and irrespective of any claim or defense that either Borrower may otherwise have against the Administrative Agent, the L/C Issuer or any Lender, including (i) any lack of validity or enforceability of any Loan Document; provided(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim, howeverset‑off, if defense, or other right of either Borrower may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), the Borrower Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or a L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit; or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or a L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.3(c), constitute a legal or equitable discharge of the Borrowers’ obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or the L/C Issuer shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any such reimbursement payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuer from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by each Borrower and each other Loan Party to the extent permitted by applicable Legal Requirements) suffered by either Borrower or any other Loan Party that are caused by the L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the due datepart of the L/C Issuer (as determined by a court of competent jurisdiction by final and nonappealable judgment), the Borrower L/C Issuer shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction exercised care in each such determination. In furtherance of the conditions set forth foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in Section 7.1 except substantial compliance with the terms of a Letter of Credit, the L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for 7.1(c) hereoffurther investigation, a Loan shall be made on regardless of any notice or information to the contrary, or refuse to accept and make payment upon such date documents if such documents are not in strict compliance with the amount terms of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then duesuch Letter of Credit.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b1.2(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. 12:00 Noon (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 9:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 9:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). Unless the Borrower has reimbursed the L/C Issuer 12:00 Noon (Chicago time) on the date a drawing is paid, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans in the amount paid by the L/C Issuer in connection with the relevant drawing and the Administrative Agent shall promptly notify the Lenders of the amount of such requested Borrowing and each Lender’s Revolver Percentage thereof. Such Base Rate Loans shall only be made if all conditions precedent to the Lender’s obligation to make the requested Loans are satisfied, other than the minimum amount required by Section 1.4 hereof and the delivery of a Notice of Borrowing as required by Section 1.5(a). Each Lender shall fund its Revolver Percentage of the requested Base Rate Loans in the manner specified in Section 1.5(c) hereof. If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e1.2(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.2(d) below; provided. All unpaid Reimbursement Obligations that are not required to be paid on the date the relevant drawing under a Letter of Credit is paid shall bear interest from the date such drawing is honored at a rate per annum equal to the sum of the Base Rate from time to time in effect plus the Applicable Margin, however, if subject to Section 1.9 hereof. The Reimbursement Obligations of the Borrower under this Agreement shall be absolute, unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including in any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) any amendment or waiver of or any consent to departure from any Loan Document made after the Closing Date; (iii) the existence of any claim, set-off, counterclaim, defense, or other rights which the Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, the Administrative Agent, the L/C Issuer, any Lender, or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iv) any statement, draft, or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (v) payment by the L/C Issuer under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (vi) any other circumstance whatsoever, whether or not similar to any of the foregoing. None of the Administrative Agent, the Lenders, or the L/C Issuer shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any such reimbursement payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the L/C Issuer ; provided that the foregoing shall not be construed to excuse the L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the L/C Issuer ’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the due datepart of the L/C Issuer (as determined by a court of competent jurisdiction by final and nonappealable judgment), the Borrower L/C Issuer shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction exercised care in each such determination. In furtherance of the conditions set forth foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in Section 7.1 except substantial compliance with the terms of a Letter of Credit, the L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for 7.1(c) hereoffurther investigation, a Loan shall be made on regardless of any notice or information to the contrary, or refuse to accept and make payment upon such date documents if such documents are not in strict compliance with the amount terms of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then duesuch Letter of Credit.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the an L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement of each drawing shall be made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds (i) if such Reimbursement Obligation is denominated in U.S. Dollars, at the Administrative Agent’s principal office in Chicago, Illinois or and (ii) if such other Reimbursement Obligation is denominated in an Alternative Currency, to such local office as the Administrative Agent may designate has previously specified, in writing to each case by no later than 2:00 p.m. (local time) on the Borrower (who shall thereafter cause to be distributed to the date when each drawing is paid or,; provided that if such drawing was paid afteran L/C Issuer does not provide notice to the Borrower of such amount(spayment prior to 10:00 a.m. (local time), on the date of such payment, such reimbursement by the Borrower shall be due by 2:00 p.m. (local time) on the nextimmediately following Business Day after notice is provided to the Borrower; provided further that the Borrower may, subject to the conditions to borrowing set forth herein, request in like funds)accordance with Section 1.6(a) or 1.2(d) that such payment be financed with a Revolving Loan or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Loan or Swingline Loan. Anything herein to the contrary notwithstanding, any Reimbursement Obligation denominated in a currency other than U.S. Dollars shall be converted to U.S. Dollars at the exchange rate quoted to the applicable L/C Issuer on the date such Reimbursement Obligation was incurred by major banks in the interbank foreign exchange market for the purchase of U.S. Dollars for such other currency and such Reimbursement Obligation shall be denominated in U.S. Dollars. If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e1.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e1.3(d) below; provided. (d) The Participating Interests. Each Lender (other than the Lender then acting as L/C Issuer in issuing the relevant Letter of Credit) severally agrees to purchase from the applicable L/C Issuer, howeverand each L/C Issuer hereby agrees to sell to each such Lender (a “Participating Lender”), if an undivided percentage participating interest (a “Participating Interest”), to the extent of its Revolver Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, such L/C Issuer. Upon any failure by the Borrower does not make to pay any such reimbursement payment Reimbursement Obligation at the time required on the due datedate due, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions as set forth in Section 7.1 except for 7.1(c1.3(c) hereofabove, or if an L/C Issuer is required at any time to return to the Borrower or to a Loan shall be made on trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a request from the applicable L/C Issuer to such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.effect, if such request is received before 1:00 p.m. (Chicago time), or not later

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower Borrowers to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except (i) that reimbursement shall be madeby the Borrowers of draws or other payments made by the L/C Issuer under a Letter of Credit denominated in U.S. Dollars shall be made in U.S. Dollars in immediately available funds, (ii) the reimbursement by the Borrowers of draws or other payments made by the L/C Issuer under a Letter of Credit denominated in an Alternative Currency shall be made by payment in U.S. Dollars of the U.S. Dollar Equivalent, calculated on the date the L/C Issuer paid such draw or other payment, of the amount paid by the L/C Issuer pursuant to such drawing or other payment, or if the L/C Issuer shall elect by notice to the Borrower Representative, the Alternative Currency which was paid by the L/C Issuer pursuant to such drawing or other payment in such funds then customary for the settlement of international transactions in such currency and (iii) reimbursement shall be made (A) if such Letter of Credit is issued in U.S. Dollars, by no later than 1:00 p.m. 12:00 Noon (Chicago time) on the date when each drawing or other payment by the L/C Issuer is to be paid if the Borrower Representative has been informed of such drawing or other payment by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower Representative after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds fundsor other payment by the L/C Issuer is to be paid or, if notice of such drawing or other payment made by the L/C Issuer is given to the Borrower Representative after 11:00 a.m. (Chicago time) on the date when such drawing or other payment by the L/C Issuer is to be paid, by the end of such day, at the Administrative Agent’s principal office in Chicago, Illinois Illinois, or such other office as the Administrative Agent may designate in writing to the Borrower Representative (who whoand the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds) and (B) if such Letter of Credit is denominated in an Alternative Currency, to such local office as the Administrative Agent has previously specified, by no later than 12:00 Noon (local time) on the date when each drawing or other payment by the L/C Issuer is to be paid if the Borrower Representative has been informed of such drawing or other payment by the L/C Issuer on or before 11:00 a.m. (local time) on the date when such drawing or other payment is to be paid or, if notice of such drawing or other payment made by the L/C Issuer is given to the Borrower Representative after 11:00 a.m. (local time) on the date when such drawing or other payment is to be paid, by the end of such day (and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 2:00 p.m. (Chicago time) on the date when which each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 11:30 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 11:30 a.m. (Chicago time) reimbursement shall be made on the next Business Day following the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoNew York, Illinois New York or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateL/C Issuer and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be deemed absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrower may otherwise have against the Administrative Agent, the L/C Issuer or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim of set‑off the Borrower may have requested at any time against a Borrowing beneficiary of Base Rate Loans a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or a L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit, provided that the Administrative Agent’s or L/C Issuer’s determination that documents presented under the Revolving Letter of Credit andcomplied with the terms thereof did not constitute gross negligence, subject to satisfaction bad faith or willful misconduct of the conditions set forth in Administrative Agent or L/C Issuer; or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or a L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 7.1 except for 7.1(c) hereof2.3(c), constitute a Loan shall be made on such date in the amount legal or equitable discharge of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueBorrower’s obligations hereunder or under an Application.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.3(b) hereof, the obligation of the Borrower to Borrowers shall reimburse the applicable L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by no later than (x) 2:00 p.m. (New York time) on the Application related to Business Day after the date of such payment by such L/C Issuer under a Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the applicable Borrower has been informed of such drawing by the applicable L/C Issuer on or before 11:00 10:00 a.m. (Chicago New York time) on the date when of the payment of such drawing is to be paid ordrawing, or (y) if notice of such drawing is given to the applicable Borrower after 11:00 10:00 a.m. (Chicago New York time) on the date when of the payment of such drawing is to drawing, reimbursement shall be paidmade within two Business Days following the date of the payment of such drawing, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoNew York, Illinois New York or such other office as the Administrative Agent may designate in writing to such Borrower, and the Borrower (who Administrative Agent shall thereafter cause to be distributed to the applicable L/C Issuer such amount(s) in like funds). If the applicable Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuers and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrowers may otherwise have against the Administrative Agent, the L/C Issuers or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; provided(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim of setoff the Borrowers may have at any time against a beneficiary of a Letter of Credit (or any Person for whom a beneficiary may be acting), howeverthe Administrative Agent, if the Borrower L/C Issuers, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or an L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an L/C Issuer of a draft or certificate that does not make any such reimbursement payment on comply with the due date, terms of the Borrower shall be deemed to have requested a Borrowing Letter of Base Rate Loans Credit; provided that the Administrative Agent’s or an L/C Issuer’s determination that documents presented under the Revolving Letter of Credit andcomplied with the terms thereof did not constitute gross negligence, subject to satisfaction bad faith or willful misconduct of the conditions set forth in Administrative Agent or an L/C Issuer (as determined by the final, non-appealable judgment of a court of competent jurisdiction); or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or an L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 7.1 except for 7.1(c) hereof2.3(c), constitute a Loan shall be made on such date in the amount legal or equitable discharge of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueeach Borrower’s obligations hereunder or under an Application.

The Reimbursement Obligations. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b2.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of CreditCredit and this Agreement, except that reimbursement shall be made paid by no later than 1:00 2:00 p.m. (Chicago time) on the date when each one Business Day after such drawing is to be has been paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 10:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 10:00 a.m. (Chicago time) on reimbursement shall be made within two Business Days following the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Dayend of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in ChicagoNew York, Illinois New York or such other office as the Administrative Agent may designate in writing to the Borrower (who Borrower, and the Administrative Agent shall thereafter cause to be distributed to the L/C Issuer such amount(samount (s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e2.3(d) below; provided. In addition, howeverfor the benefit of the Administrative Agent, if the Borrower does not make any such reimbursement payment on the due dateL/C Issuer and each Lender, the Borrower agrees that, notwithstanding any provision of any Application, its obligations under this Section 2.3(c) and each Application shall be deemed absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrower may otherwise have against the Administrative Agent, the L/C Issuer or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) the existence of any claim of set-off the Borrower may have requested at any time against a Borrowing beneficiary of Base Rate Loans a Letter of Credit (or any Person for whom a beneficiary may be acting), the Administrative Agent, the L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Administrative Agent or an L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or a L/C Issuer of a draft or certificate that does not comply with the terms of the Letter of Credit; provided that the Administrative Agent’s or L/C Issuer’s determination that documents presented under the Revolving Letter of Credit andcomplied with the terms thereof did not constitute gross negligence, subject to satisfaction bad faith or willful misconduct of the conditions set forth in Administrative Agent or L/C Issuer; or (vi) any other act or omission to act or delay of any kind by the Administrative Agent or an L/C Issuer, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 7.1 except for 7.1(c) hereof2.3(c), constitute a Loan shall be made on such date in the amount legal or equitable discharge of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then dueBorrower’s obligations hereunder or under an Application.