Common use of The Reimbursement Obligations Clause in Contracts

The Reimbursement Obligations. Subject to Section 2.2(b), the obligation of the Borrowers to reimburse 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati time) on the date which each drawing is to be paid if the Borrowers have been informed of such drawing by such L/C Issuer on or before 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers after 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the 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 Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(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 2.2(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; (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), 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 2.2(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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)2.3(b) hereof, the obligation of the Borrowers to reimburse an 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati time) made on the date which when each drawing is to be paid if the Borrowers have Borrower Representative has been informed of such drawing by such L/C Issuer on or before 11:30 11:00 a.m. (Cincinnati Eastern time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower Representative after 11:30 11:00 a.m. (Cincinnati Eastern time) on the date when such drawing is to be paid, by the end of such daynext succeeding Business Day, in all instances in immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower Representative, and the Administrative Agent shall thereafter cause to be distributed to the applicable such L/C Issuer such amount(s) in like funds. With respect ; provided that Borrower Representative shall be deemed to any Letter of Credit denominated have requested, subject to the conditions to borrowing set forth in U.S. Dollarsthis Agreement, 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 that such Canadian L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in U.S. Dollars Reimbursement Obligation be financed with a Base Rate Revolving Loan in an equivalent amount equal and, to the U.S. Dollar Equivalent of 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 ObligationObligation 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 Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree each Borrower agrees that, notwithstanding any provision of any Application, their its obligations under this Section 2.2(c2.3(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, any 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 Borrowers off, 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 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 a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an a L/C Issuer of a draft or certificate that does not 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 Administrative Agent or an 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 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ any Borrower’s 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 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 any L/C Issuers Issuer from liability to the Borrowers any Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers each Credit Party to the extent permitted by applicable law) suffered by the Borrowers any Credit Party that are caused by the applicable 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 bad faith, gross negligence or willful misconduct on the part of any the L/C Issuer or its employee or agent (as determined by a final non-appealable decision of a court of competent jurisdiction by final and nonappealable judgmentjurisdiction), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b), the obligation of the Borrowers to reimburse an 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati time) on the date which each drawing is to be paid if the Borrowers have been informed of such drawing by such L/C Issuer on or before 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers after 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the 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 Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(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 2.2(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; (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), 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 2.2(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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b2.3(b), the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon 11:00 a.m. (Cincinnati Chicago time) on the date which each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 11:00 a.m. (Cincinnati Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 11:00 a.m. (Cincinnati Chicago time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiChicago, Ohio Illinois or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower, 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 Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree Borrower agrees that, notwithstanding any provision of any Application, their its obligations under this Section 2.2(c2.3(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 Applicationsrelevant Application, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrowers Borrower may otherwise have against the Administrative Agent, any 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 off, defense, or other right of the Borrowers 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 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 a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an 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 an 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 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ Borrower’s obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or the L/C Issuers 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 Issuers Issuer from liability to the Borrowers Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers Borrower and each other Loan Party to the extent permitted by applicable law) suffered by the Borrowers Borrower or any other Loan Party 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 part of any the L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such the L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)1.3(b) hereof, the obligation of the Borrowers Borrower to reimburse an 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 reimbursement of the Reimbursement Obligations shall be governed by the Application related to such Letter of Credit and this Agreement, except that reimbursement shall be paid made by no later than 12:00 Noon 1:00 p.m. (Cincinnati New York time) on the date which each drawing is to be paid if the Borrowers have been informed of such drawing by such L/C Issuer on or before 11:30 a.m. (Cincinnati time) on Business Day immediately following the date when that the Borrower 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 Borrowers after 11:30 a.m. (Cincinnati 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 the end of such daynotice), in all instances U.S. Dollars in funds that are immediately available funds at the Administrative Agent’s principal office in CincinnatiNew York, Ohio New York or such other office as the Administrative Agent may designate in writing to the Borrowers, and the Administrative Agent Borrower (who shall thereafter cause to be distributed to the applicable L/C Issuer such amount(s) in like funds). With respect As to any Letter of Credit denominated payable in U.S. Dollarsan Eligible Foreign Currency, the Borrowers Reimbursement Obligation shall reimburse be payable in either (i) the applicable 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 in U.S. Dollars. With respect that it intends to timely reimburse the amount of any Canadian drawing under a Letter of Credit denominated in Canadian Dollarsaccordance with this Section 1.3(c) from its own funds, the Borrowers Administrative Agent shall reimburse promptly notify each relevant Revolving Lender of the applicable Canadian L/C Issuer 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 Canadian Dollars, unless the form of Base Rate Loans to be disbursed on the date of such Canadian L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in U.S. Dollars drawing in an amount equal to the U.S. Dollar Equivalent of such Reimbursement ObligationObligation (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 Borrowers do 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 2.2(d1.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d1.3(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 2.2(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; (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), 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 2.2(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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)2.3(b) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati time) on the date which each 2:00 p.m. one Business Day after such drawing is to be has been paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 10:00 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 10:00 a.m. (Cincinnati time) on reimbursement shall be made within two Business Days following the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiNew York, Ohio New York or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower, 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 Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree Borrower agrees that, notwithstanding any provision of any Application, their its obligations under this Section 2.2(c2.3(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 Borrower may otherwise have against the Administrative Agent, any 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, claim of set-off set‑off the Borrowers 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 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 an 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 Letter of Credit complied with the terms thereof did not constitute gross negligence, bad faith or willful misconduct of the 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 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ Borrower’s 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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)2.3(b) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati time) on the date which each 2:00 p.m. one Business Day after such drawing is to be has been paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 10:00 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 10:00 a.m. (Cincinnati time) on reimbursement shall be made within two Business Days following the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiNew York, Ohio New York or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower, 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 Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree Borrower agrees that, notwithstanding any provision of any Application, their its obligations under this Section 2.2(c2.3(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 Borrower may otherwise have against the Administrative Agent, any 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, claim of set-off the Borrowers 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 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 an 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 Letter of Credit complied with the terms thereof did not constitute gross negligence, bad faith or willful misconduct of the 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 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ Borrower’s 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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)1.3(b) hereof, the obligation of the Borrowers a Borrower to reimburse 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 and this AgreementCredit, except that reimbursement shall be paid made by no later than 12:00 Noon 3:00 p.m. (Cincinnati New York City time) on the date which when each drawing is to be paid if the Borrowers have applicable Borrower has been informed of such drawing by such the applicable L/C Issuer on or before 11:30 a.m. 12:00 Noon (Cincinnati New York City time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower that originally requested such Letter of Credit after 11:30 a.m. 12:00 Noon (Cincinnati New York City time) on the date when such drawing is to be paid, by no later than 3:00 p.m. (New York City time) on the end of such dayfollowing Business Day, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiCharlotte, Ohio North Carolina, or such other office as the Administrative Agent may designate in writing to the Borrowers, and the Administrative Agent applicable Borrower (who shall thereafter cause to be distributed to the applicable 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. With respect to any In the case of a Letter of Credit denominated in U.S. Canadian Dollars, the Borrowers relevant Borrower 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 (A) such Canadian 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 an amount equal to 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 Reimbursement ObligationBorrower 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 Borrowers do 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 2.2(d1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d1.3(e) 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; (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), 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 2.2(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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)2.3(b) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati time) on the date which each 2:00 p.m. one Business Day after such drawing is to be has been paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 10:00 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 10:00 a.m. (Cincinnati time) on reimbursement shall be made within two Business Days following the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds in the currency of such drawing at the Administrative Agent’s principal office in CincinnatiNew York, Ohio New York or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower, and the Administrative Agent shall thereafter cause to be distributed to the applicable L/C Issuer such amount(s) in like funds. With respect If the Borrower fails to any pay a Reimbursement Obligation on the date and at the time required, then if such payment relates to a Foreign Currency Letter of Credit denominated in U.S. DollarsCredit, automatically and with no further action required, the Borrowers Borrower’s Reimbursement Obligation shall be permanently converted into an obligation to reimburse the Dollar Equivalent, calculated using the applicable L/C Issuer in U.S. Dollars. With respect to any Canadian Spot Rate on the date when such payment was due, of such drawing under the 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 ObligationCredit. If the Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree Borrower agrees that, notwithstanding any provision of any Application, their its obligations under this Section 2.2(c2.3(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 Borrower may otherwise have against the Administrative Agent, any 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, claim of set-off the Borrowers 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 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 an 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 Letter of Credit complied with the terms thereof did not constitute gross negligence, bad faith or willful misconduct of the 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 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ Borrower’s 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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)2.3(b) hereof, the obligation of Borrowers shall reimburse the Borrowers to reimburse an 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 Credit and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati x) 2:00 p.m. (New York time) on the Business Day after the date which each drawing is to be paid of such payment by such L/C Issuer under a Letter of Credit, if the Borrowers have applicable Borrower has been informed of such drawing by such the applicable L/C Issuer on or before 11:30 10:00 a.m. (Cincinnati 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 Borrowers applicable Borrower after 11:30 10:00 a.m. (Cincinnati 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 the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiNew York, Ohio New York or such other office as the Administrative Agent may designate in writing to the Borrowerssuch Borrower, 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 If 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 Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer Issuers and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, their its obligations under this Section 2.2(c2.3(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, any the L/C Issuer 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, 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), the Administrative Agent, any the L/C IssuerIssuers, 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 Letter of Credit complied with the terms thereof did not constitute gross negligence, bad faith or willful misconduct of the 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 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ each Borrower’s 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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid made by no later than 12:00 Noon (Cincinnati time) on the date which when each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower, 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 Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(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 2.2(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree Borrower agrees that, notwithstanding any provision of any Application, their its 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; (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 off, defense or other right the Borrowers 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 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 a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an 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 Letter of Credit comply with the terms thereof did not constitute gross negligence or willful misconduct of the 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 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 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ Borrower’s 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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)2.3(b) hereof, the obligation of the Borrowers to reimburse an 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 Credit and this Agreement, except that reimbursement shall be paid made by no later than 12:00 Noon 1:00 p.m. (Cincinnati Eastern time) on the date which when each drawing is to be paid if the Borrowers have Borrower Representative has been informed of such drawing by such L/C Issuer on or before 11:30 11:00 a.m. (Cincinnati Eastern time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower Representative after 11:30 11:00 a.m. (Cincinnati Eastern time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower Representative, and the Administrative Agent shall thereafter cause to be distributed to the applicable such L/C Issuer such amount(s) in like funds. With respect ; provided that Borrower Representative shall be deemed to any Letter of Credit denominated have requested, subject to the conditions to borrowing set forth in U.S. Dollarsthis 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 Borrowers’ obligation to make such payment shall reimburse be discharged and replaced by the applicable L/C Issuer 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 U.S. Dollars. With respect this Agreement, that such Reimbursement Obligation be financed with a Base Rate Revolving Loan or Swing Loan in an equivalent amount and, to any Canadian Letter of Credit denominated in Canadian Dollarsthe extent so financed, the Borrowers Borrowers’ obligation to make such payment shall reimburse be discharged and replaced by 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 Obligationresulting Base Rate Revolving Loan or Swing Loan. If the Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(d) below. In addition, for the benefit of the Administrative Agent, the each L/C Issuer and each Lender, the Borrowers agree each Borrower agrees that, notwithstanding any provision of any Application, their its obligations under this Section 2.2(c2.3(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, any 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 Borrowers off, 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 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 a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an a L/C Issuer of a draft or certificate that does not 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 Administrative Agent or an 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 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ any Borrower’s 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 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 any L/C Issuers Issuer from liability to the Borrowers any Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers each Credit Party to the extent permitted by applicable law) suffered by the Borrowers any Credit Party that are caused by the applicable 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 bad faith, gross negligence or willful misconduct on the part of any the applicable L/C Issuer or its employee or agent (as determined by a final non-appealable decision of a court of competent jurisdiction by final and nonappealable judgmentjurisdiction), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an the applicable 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. Subject to Section 2.2(b)1.3(b) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this AgreementCredit, except that reimbursement shall be paid made by no later than 12:00 Noon (Cincinnati Chicago time) on the date which when each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 11:00 a.m. (Cincinnati Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 11:00 a.m. (Cincinnati Chicago time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiChicago, Ohio Illinois or such other office as the Administrative Agent may designate in writing to the Borrowers, and the Administrative Agent Borrower (who 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 Borrowers do 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 2.2(d1.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d1.3(d) below. In addition, for the benefit The Reimbursement Obligations of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, their obligations Borrower under this Section 2.2(c) and each Application Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, 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, and irrespective of including in any claim or defense that case, the Borrowers may otherwise have against the Administrative Agent, any L/C Issuer or any Lender, including without limitation 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 all or any of the provisions of any Loan Document; (iii) the existence of any claim, of set-off off, counterclaim, defense, or other rights which the Borrowers Borrower or any other Person may have at any time against a any beneficiary of a any Letter of Credit (or any Person for whom a beneficiary may be acting)Credit, the Administrative Agent, any the L/C Issuer, any Lender Lender, or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the any Loan Document or any unrelated transaction; (iv) any statement statement, draft, or any other document documentation presented under a any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respectrespect whatsoever; (v) payment by the Administrative Agent or an L/C Issuer under a any Letter of Credit against presentation to the Administrative Agent or an L/C Issuer of a draft or certificate other document that does not comply with the terms of the such Letter of Credit, ; or (vi) any other act circumstance whatsoever, whether or omission not similar 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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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 Creditforegoing.

The Reimbursement Obligations. Subject to Section 2.2(b)2.3(b) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid made by no later than 12:00 Noon 2:00 p.m. (Cincinnati time) on the date which when each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower, 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 Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(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 Borrower agrees that its obligations under this Section 2.2(c2.3(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, any 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 off, defense or other right the Borrowers 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 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 a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an 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 Letter of Credit comply with the terms thereof did not constitute bad faith, gross negligence or willful misconduct of the 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 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 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ Borrower’s 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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)2.3(b) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon 2:00 p.m. (Cincinnati time) on the date which each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 a.m. (Cincinnati time) reimbursement shall be made on the next Business Day following the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower, 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 Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree Borrower agrees that, notwithstanding any provision of any Application, their its obligations under this Section 2.2(c2.3(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 Borrower may otherwise have against the Administrative Agent, any 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, claim of set-off the Borrowers 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 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 a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an 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 Letter of Credit complied with the terms thereof did not constitute gross negligence, bad faith or willful misconduct of the 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 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 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ Borrower’s 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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)1.2(d) hereof, the obligation joint and several obligations of the applicable Borrowers (determined as set forth in clause (i) of the fourth sentence of Section 1.2(d) hereof) to reimburse an L/C Issuer the 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 and this AgreementCredit, except that reimbursement (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 12:00 Noon 1:30 p.m. (Cincinnati time) on the date which each drawing is to be paid if the Borrowers have been informed of such drawing by such L/C Issuer on or before 11:30 a.m. (Cincinnati Chicago time) on the date when such each drawing is paid and reimbursement in an Alternative Currency of a drawing paid shall be made by no later than 12:00 noon local time at the place of payment or if earlier, such local time as is necessary for such funds to be paid or, if notice of such drawing is given received and transferred to the Borrowers after 11:30 a.m. (Cincinnati time) relevant Issuing Agent for same day value on the date when day such drawing Reimbursement Obligation is due; any payment of a Reimbursement Obligation received after such time shall be deemed to be paid, have been received by the end of such day, in all instances in immediately available funds at relevant Issuing Agent on the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the 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 Obligationnext Business Day. If the 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 2.2(d1.2(f) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d1.2(f) below. In addition, for the benefit The joint and several obligations of the Administrative Agent, applicable Borrowers to the L/C Issuer and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, their obligations Issuing Agents under this Section 2.2(c) and each Application 1.2 shall be absolute, irrevocable and unconditional under any and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoeverwhatsoever (except, without limiting such Borrowers' joint and irrespective several obligations under each Application, to the extent that a Borrower is relieved under applicable law (including as such, to the extent applicable to a particular Letter of any claim or defense that Credit, 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; (ii) any amendment or waiver of or any consent to departure from all or any then current Uniform Customs and Practice for Documentary Credits of the provisions International Chamber of any Loan Document; (iiiCommerce) the existence of any claim, of set-off the Borrowers may have at any time against from its obligation to reimburse an Issuing Agent for 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 drawing 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 because 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 such Issuing 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 's failure to make any payment thereunder (irrespective of any of determine that documents received under 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 on their face with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)2.3(b) hereof, the obligation of Borrower shall reimburse the Borrowers to reimburse an L/C Issuer applicable 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati x) 4:00 p.m. (New York time) on the Business Day after the date which each drawing is to be paid of such payment by such Issuing Bank under a Letter of Credit, if the Borrowers have Borrower has been informed of such drawing by such L/C Issuer the applicable Issuing Bank on or before 11:30 10:00 a.m. (Cincinnati 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 Borrowers Borrower after 11:30 10:00 a.m. (Cincinnati 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 the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiNew York, Ohio New York or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower, and the Administrative Agent shall thereafter cause to be distributed to the applicable L/C Issuer Issuing Bank such amount(s) in like funds. With respect ; provided, that the Borrower may, subject to any Letter of Credit denominated in U.S. Dollarsthe 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 Borrowers Borrower’s obligation to make such payment shall reimburse be discharged and replaced by the applicable L/C Issuer in U.S. Dollars. With respect to any Canadian Letter resulting Borrowing (and with interest owing thereon from the date 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 Obligationrespective disbursement). If the Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer Issuing Banks and each Lender, the Borrowers agree Borrower agrees that, notwithstanding any provision of any Application, their its obligations under this Section 2.2(c2.3(c) and each Application shall be 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 Borrowers Borrower may otherwise have against the Administrative Agent, any L/C Issuer the Issuing Banks or any Lender, including without limitation (i) any lack of validity or enforceability of any Loan Fundamental Document; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Fundamental Document; (iii) the existence of any claim, claim of set-off the Borrowers 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 Issuerthe Issuing Banks, any Lender or any other Person, whether in connection with this Credit Agreement, another Loan Fundamental Document, the transaction related to the Loan 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 L/C Issuer Issuing Bank under a Letter of Credit against presentation to the Administrative Agent or an L/C Issuer 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 Letter of Credit complied with the terms thereof did not constitute gross negligence, bad faith or willful misconduct of the 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 L/C IssuerIssuing Bank, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ Borrower’s 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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)1.3(b) hereof, the obligation joint and several obligations of the Borrowers to reimburse an 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 and this AgreementCredit, except that reimbursement shall be paid made in immediately available funds (i) if such Letter of Credit is issued in U.S. Dollars, by no later than 12:00 Noon 3:00 p.m. (Cincinnati New York time) on the date which when each drawing is to be paid if the Borrowers have Borrower Representative has been informed of such drawing by such the L/C Issuer on or before 11:30 a.m. 12:00 noon (Cincinnati New York time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower Representative after 11:30 a.m. 12:00 noon (Cincinnati New York time) on the date when such drawing is to be paid, by no later than 1:00 p.m. (New York time) on the end of such dayfollowing Business Day, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiNew York, Ohio New York, or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower Representative and (ii) if such Letter of Credit is denominated in an Alternative Currency, and 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 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 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 2.2(d1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d1.3(e) 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; (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), 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 2.2(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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)2.3(b) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon 2:00 p.m. (Cincinnati New York City time) on the date which each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 a.m. (Cincinnati New York City time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 a.m. (Cincinnati New York City time) reimbursement shall be made on the next Business Day following the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiNew York, Ohio New York or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower, 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 Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree Borrower agrees that, notwithstanding any provision of any Application, their its obligations under this Section 2.2(c2.3(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 Borrower may otherwise have against the Administrative Agent, any 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, claim of set-off the Borrowers 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 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 a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an 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 Letter of Credit complied with the terms thereof did not constitute gross negligence, bad faith or willful misconduct of the 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 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 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ Borrower’s 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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)2.3(b) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid made by no later than 12:00 Noon (Cincinnati time) on the date which when each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower, 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 Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree Borrower agrees that, notwithstanding any provision of any Application, their its obligations under this Section 2.2(c2.3(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, any 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 off, defense or other right the Borrowers 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 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 a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an 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 Letter of Credit comply with the terms thereof did not constitute gross negligence or willful misconduct of the 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 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 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ Borrower’s 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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. (i) Upon receipt from the beneficiary of any Letter of Credit or any draft for payment or notice of drawing under such Letter of Credit, such LC Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 2.2(b)clause (ii) below, the obligation of the Borrowers to Borrower shall reimburse an L/C each LC Issuer for all drawings amounts drawn under a Letter of Credit that has been honored by such LC Issuer (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati New York time) on the date which each drawing is to be paid if that such LC Issuer honored the Borrowers have drawing; provided that the Borrower has been informed of such drawing by such L/C LC Issuer on at or before 11:30 a.m. (Cincinnati New York time) on the date when such drawing is to be paid orhonored and, if notice of such drawing is given to the Borrowers Borrower after 11:30 a.m. (Cincinnati New York time) on the date when such drawing is to honored, such reimbursement shall be paid, paid by 12:00 Noon (New York time) on the end of such dayfollowing Business Day, in all instances in immediately available funds Same Day Funds at the Administrative Agent’s principal office in CincinnatiNew York, Ohio New York, or such other office as the Administrative Agent may designate in writing to the Borrowers, Borrower (and the Administrative Agent shall thereafter cause to be distributed to the applicable L/C such LC Issuer such amount(s) in like funds. With respect to any Letter of Credit denominated in U.S. Dollars); provided, however, if such day is not a Business Day, the Borrowers date for such payment 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 be extended to the U.S. Dollar Equivalent of such Reimbursement Obligation. If the Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(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 2.2(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; next succeeding Business Day. (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Loan Document; (iii) Upon 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), 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 2.2(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 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 Reimbursement Obligation 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, unless the Administrative Agent is notified by the Borrower by 12:00 Noon (New York time) on the day that such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation with funds not borrowed under this Agreement or unless an L/C Issuer mayEvent of Default pursuant to Section 10.1(a), (b), (g) or (h) has occurred and is continuing, the Borrower shall be deemed to have requested a Loan, from the LC Lender or LC Lenders, as applicable, holding a Participating Interest 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, in an amount equal to such Reimbursement Obligation, and the proceeds of such Loan shall be applied to satisfy such Reimbursement Obligation on behalf of the Borrower in accordance with clause 2.1(g)(ii) below. Any such Loan initially shall be deemed to be requested as, and shall be, a Base Rate Loan. (iii) If an LC Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit issued by it on the date such drawing is paid, such Reimbursement Obligation shall bear interest (which the Borrower hereby promises to pay on demand (or if no demand is made, on such dates when interest on Loans are otherwise due hereunder)) from and after the date such drawing is paid at a rate per annum equal to the sum of the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect (computed on the basis of a year of three hundred sixty-five (365) or three hundred sixty-six (366) days, as the case may be, and the actual number of days elapsed).

The Reimbursement Obligations. Subject to Section 2.2(b)1.3(b) hereof, the obligation of the Borrowers a Borrower to reimburse 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 and this AgreementCredit, except that reimbursement shall be paid made by no later than 12:00 Noon 3:00 p.m. (Cincinnati New York City time) on the date which when each drawing is to be paid if the Borrowers have applicable Borrower has been informed of such drawing by such the applicable L/C Issuer on or before 11:30 a.m. 12:00 Noon (Cincinnati New York City time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower that originally requested such Letter of Credit after 11:30 a.m. 12:00 Noon (Cincinnati New York City time) on the date when such drawing is to be paid, by no later than 3:00 p.m. (New York City time) on the end of such dayfollowing Business Day, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiCharlotte, Ohio North Carolina, or such other office as the Administrative Agent may designate in writing to the Borrowers, and the Administrative Agent applicable Borrower (who shall thereafter cause to be distributed to the applicable 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. With respect to any In the case of a Letter of Credit denominated in U.S. Canadian Dollars, the Borrowers relevant Borrower 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 (A) such Canadian 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 an amount equal to 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 Reimbursement ObligationXxxxxxxx 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 Borrowers do 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 2.2(d1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d1.3(e) 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; (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), 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 2.2(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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)1.2(b) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this AgreementCredit, except that reimbursement shall be paid made by no later than 12:00 Noon (Cincinnati Chicago time) on the date which when each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the relevant L/C Issuer on or before 11:30 a.m. (Cincinnati Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 a.m. (Cincinnati Chicago time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiChicago, Ohio Illinois or such other office as the Administrative Agent may designate in writing to the Borrowers, and the Administrative Agent Borrower (who shall thereafter cause to be distributed to the applicable relevant 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 Borrowers do 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 2.2(d1.2(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 2.2(d1.2(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 Notwithstanding anything contained in this Agreement or in 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 if 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; (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)issued hereunder remains outstanding on the Revolving Credit Termination Date, the Borrower shall deposit with the Administrative AgentAgent on the Revolving Credit Termination Date immediately available funds in an amount equal to 105% of the 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 L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related nature whatsoever. All amounts paid pursuant to the Loan Document or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to immediately preceding sentence shall be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment held 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 as set forth in 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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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 Credit9.4.

The Reimbursement Obligations. Subject to Section 2.2(b)2.7(b) above, the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid made by no later than 12:00 Noon 1:00 P.M. (Cincinnati Toronto time) on the date which when each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 a.m. (Cincinnati Toronto time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 a.m. (Cincinnati Toronto time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s 's principal office in CincinnatiToronto, Ohio Ontario, or such other office as the Administrative Agent may designate in writing to the Borrowers, and the Administrative Agent Borrower (who 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), provided, that, if such day is not a Business Day, the Borrowers date for such payment shall reimburse be extended to the applicable next succeeding Business Day. Upon payment by the L/C Issuer in U.S. Dollars. With respect to of any Canadian drawing under a Letter of Credit denominated in Canadian DollarsCredit, the Borrowers Borrower shall reimburse be deemed to have requested (without regard to the applicable Canadian L/C Issuer timing requirements for delivery of a Notice of Borrowing otherwise set forth in Canadian Dollars, unless such Canadian L/C Issuer (at its optionthis Agreement) shall have specified in such notice a Revolving Loan on that it will require reimbursement in U.S. Dollars date in an amount equal to (or if necessary, such greater amount as is required to comply with the U.S. Dollar Equivalent 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 ObligationObligation to the L/C Issuer. Any such Revolving Loan shall initially be a Prime Rate Loan. If the Borrowers do 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 2.2(d2.7(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.7(e) 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; (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), 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 2.2(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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)2.3(b) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati time) on the date which each 2:00 p.m. one Business Day after such drawing is to be has been paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 10:00 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 10:00 a.m. (Cincinnati time) on reimbursement shall be made within two Business Days following the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiNew York, Ohio New York or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower, and the Administrative Agent shall thereafter cause to be distributed to the applicable L/C Issuer such amount(samount (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 Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree Borrower agrees that, notwithstanding any provision of any Application, their its obligations under this Section 2.2(c2.3(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 Borrower may otherwise have against the Administrative Agent, any 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, claim of set-off the Borrowers 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 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 an 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 Letter of Credit complied with the terms thereof did not constitute gross negligence, bad faith or willful misconduct of the 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 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ Borrower’s 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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)1.2(b) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this AgreementCredit, except that reimbursement shall be paid made by no later than 12:00 Noon (Cincinnati Chicago time) on the date which when each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 9:00 a.m. (Cincinnati Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 9:00 a.m. (Cincinnati Chicago time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiChicago, Ohio Illinois or such other office as the Administrative Agent may designate in writing to the Borrowers, and the Administrative Agent Borrower (who 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. DollarsUnless the Borrower has reimbursed the L/C Issuer 12:00 Noon (Chicago time) on the date a drawing is paid, the Borrowers Borrower shall reimburse be deemed to have requested a Borrowing of Base Rate Loans in the applicable amount paid by the L/C Issuer in U.S. Dollarsconnection 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. With respect Such Base Rate Loans shall only be made if all conditions precedent to any Canadian Letter 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 Credit denominated 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 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 manner 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 ObligationSection 1.5(c) hereof. If the Borrowers do 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 2.2(d1.2(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 2.2(d1.2(d) below. In addition, for All unpaid Reimbursement Obligations that are not required to be paid on the benefit 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 Administrative AgentBase Rate from time to time in effect plus the Applicable Margin, subject to Section 1.9 hereof. The Reimbursement Obligations of the L/C Issuer and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, their obligations Borrower under this Section 2.2(c) and each Application Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, 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, and irrespective of including in any claim or defense that case, the Borrowers may otherwise have against the Administrative Agent, any L/C Issuer or any Lender, including without limitation 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 all or any of the provisions of any Loan DocumentDocument made after the Closing Date; (iii) the existence of any claim, of set-off off, counterclaim, defense, or other rights which the Borrowers Borrower or any other Person may have at any time against a any beneficiary of a any Letter of Credit (or any Person for whom a beneficiary may be acting)Credit, the Administrative Agent, any the L/C Issuer, any Lender Lender, or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the any Loan Document or any unrelated transaction; (iv) any statement statement, draft, or any other document documentation presented under a any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respectrespect whatsoever; (v) payment by the Administrative Agent or an L/C Issuer under a any Letter of Credit against presentation to the Administrative Agent or an L/C Issuer of a draft or certificate other document that does not comply with the terms of the such Letter of Credit, ; or (vi) any other act circumstance whatsoever, whether or omission not similar 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 Applicationforegoing. None of the Administrative Agent, the Lenders, or the L/C Issuers 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 IssuerIssuer ; provided that the foregoing shall not be construed to excuse the L/C Issuers Issuer from liability to the Borrowers Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers Borrower to the extent permitted by applicable law) suffered by the Borrowers Borrower that are caused by the applicable L/C IssuerIssuer ’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 any the L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such the L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)1.3(d) hereof, the obligation joint and several obligations of the Borrowers to reimburse an L/C Issuer the Agent for all drawings under a Letter of Credit (a “"Reimbursement Obligation”") shall be governed by the Application related to such Letter of Credit and this AgreementCredit, 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 12:00 Noon 1:30 p.m. (Cincinnati time) on the date which each drawing is to be paid if the Borrowers have been informed of such drawing by such L/C Issuer on or before 11:30 a.m. (Cincinnati Chicago time) on the date when such each drawing is paid and reimbursement in an Available Foreign Currency of a drawing paid shall be made by no later than 12:00 noon local time at the place of payment or if earlier, such local time as is necessary for such funds to be paid or, if notice of such drawing is given received and transferred to the Borrowers after 11:30 a.m. (Cincinnati time) Agent for same day value on the date when day such drawing Reimbursement Obligation is due; any payment of a Reimbursement Obligation received after such time shall be deemed to be paid, have been received by the end of such day, in all instances in immediately available funds at Agent on the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the 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 Obligationnext Business Day. If the 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 2.2(d1.3(f) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d1.3(f) below. In addition, for the benefit The joint and several obligations of the Administrative Agent, Borrowers to the L/C Issuer and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, their obligations Agent under this Section 2.2(c) and each Application 1.3 shall be absolute, irrevocable and unconditional under any and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoeverwhatsoever (except, without limiting the Borrowers' joint and irrespective of any claim or defense that the Borrowers may otherwise have against the Administrative Agentseveral obligations under each Application, any 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 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, 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 extent it is ultimately determined by a court of 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 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 because of the Letter of Credit, Agent's gross negligence or (vi) any other act or omission to act or delay of any kind by willful misconduct in determining that documents received under 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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b2.3(b), the obligation of the Borrowers Borrower to reimburse 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati time) 2:00 p.m. on the date which each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such L/C Issuer on or before 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the BorrowersOffice, and the Administrative Agent shall thereafter cause to be distributed to the applicable such 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 Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(d) below. In addition, for the benefit of the Administrative Agent, the each L/C Issuer and each Lender, the Borrowers agree Borrower agrees that, notwithstanding any provision of any Application, their its obligations under this Section 2.2(c2.3(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 Applicationsrelevant Application, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrowers Borrower 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; (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 off, defense, or other right of the Borrowers 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 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ Borrower’s obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or the any L/C Issuers 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 such L/C Issuer; provided that the foregoing shall not be construed to excuse the an L/C Issuers Issuer from liability to the Borrowers Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers Borrower and each other Loan Party to the extent permitted by applicable lawLaw) suffered by the Borrowers Borrower or any other Loan Party that are caused by the applicable 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 any an L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid made by no later than 12:00 Noon (Cincinnati time) on the date which when each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid, by 12:00 noon on the end of such day, in all instances following Business Day in immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower, and the Administrative Agent shall thereafter cause to be distributed to the applicable L/C Issuer such amount(s) in like funds. With ; provided that, with respect to any Letter of Credit denominated in U.S. Dollarsdrawings 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 Borrowers Borrower shall reimburse pay to the applicable L/C Issuer in U.S. Dollars. With respect to any Canadian Letter 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 Credit denominated in Canadian Dollars, 360 days and the Borrowers shall reimburse the applicable Canadian L/C Issuer in Canadian Dollars, unless such Canadian L/C Issuer (at its optionactual days elapsed) 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 ObligationApplicable Margin plus the Base Rate from time to time in effect. If the Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(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 2.2(d) below. In addition, for the benefit The obligations of the Administrative AgentBorrower under this Section 2.2 shall be absolute, irrevocable and unconditional under any and all circumstances and shall not be subject to any set-off, counterclaim or defense to payment that the Borrower may have or has had against 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; (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)Issuer, the Administrative Agent, any L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, . Without limiting 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 generality of the Letter of Creditforegoing, 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’ such 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 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 affected by any Default or Event of any direct damages (as opposed to consequential damagesDefault, 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 part of any L/C Issuer or its employee or agent (as determined each payment by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer Borrower under this Section 2.2 shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and made without limiting the generality thereofany offset, the parties agree thatabatement, with respect to documents presented which appear on their face to be in 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 further investigation, regardless of any notice withholding 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 Creditreduction whatsoever.

The Reimbursement Obligations. Subject to Section 2.2(b)1.2(b) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this AgreementCredit, except that reimbursement shall be paid made by no later than 12:00 Noon (Cincinnati Chicago time) on the date which when each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 9:00 a.m. (Cincinnati Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 9:00 a.m. (Cincinnati Chicago time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiChicago, Ohio Illinois or such other office as the Administrative Agent may designate in writing to the Borrowers, and the Administrative Agent Borrower (who 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. DollarsUnless the Borrower has reimbursed the L/C Issuer 12:00 Noon (Chicago time) on the date a drawing is paid, the Borrowers Borrower shall reimburse be deemed to have requested a Borrowing of Base Rate Loans in the applicable amount paid by the L/C Issuer in U.S. Dollarsconnection 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. With respect Such Base Rate Loans shall only be made if all conditions precedent to any Canadian Letter 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 Credit denominated 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 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 manner 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 ObligationSection 1.5(c) hereof. If the Borrowers do 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 2.2(d1.2(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 2.2(d1.2(d) below. In addition, for All unpaid Reimbursement Obligations that are not required to be paid on the benefit 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 Administrative AgentBase Rate from time to time in effect plus the Applicable Margin, subject to Section 1.9 hereof. The Reimbursement Obligations of the L/C Issuer and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, their obligations Borrower under this Section 2.2(c) and each Application Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, 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, and irrespective of including in any claim or defense that case, the Borrowers may otherwise have against the Administrative Agent, any L/C Issuer or any Lender, including without limitation 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 all or any of the provisions of any Loan DocumentDocument made after the Closing Date; (iii) the existence of any claim, of set-off off, counterclaim, defense, or other rights which the Borrowers Borrower or any other Person may have at any time against a any beneficiary of a any Letter of Credit (or any Person for whom a beneficiary may be acting)Credit, the Administrative Agent, any the L/C Issuer, any Lender Lender, or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the any Loan Document or any unrelated transaction; (iv) any statement statement, draft, or any other document documentation presented under a any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respectrespect whatsoever; (v) payment by the Administrative Agent or an L/C Issuer under a any Letter of Credit against presentation to the Administrative Agent or an L/C Issuer of a draft or certificate other document that does not comply with the terms of the such Letter of Credit, ; or (vi) any other act circumstance whatsoever, whether or omission not similar 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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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 Creditforegoing.

The Reimbursement Obligations. Subject to Section 2.2(b)) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid made by no later than 12:00 Noon (Cincinnati time) on the date which when each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid, by 12:00 noon on the end of such day, in all instances following Business Day in immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower, and the Administrative Agent shall thereafter cause to be distributed to the applicable L/C Issuer such amount(s) in like funds. With ; provided that, with respect to any Letter of Credit denominated in U.S. Dollarsdrawings 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 Borrowers Borrower shall reimburse pay to the applicable L/C Issuer in U.S. Dollars. With respect to any Canadian Letter 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 Credit denominated in Canadian Dollars, 360 days and the Borrowers shall reimburse the applicable Canadian L/C Issuer in Canadian Dollars, unless such Canadian L/C Issuer (at its optionactual days elapsed) 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 ObligationApplicable Margin plus the Base Rate from time to time in effect. If the Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(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 2.2(d) below. In addition, for the benefit The obligations of the Administrative AgentBorrower under this Section 2.2 shall be absolute, irrevocable and unconditional under any and all circumstances and shall not be subject to any set-off, counterclaim or defense to payment that the Borrower may have or has had against the 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; (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)Issuer, the Administrative Agent, any L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, . Without limiting 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 generality of the Letter of Creditforegoing, 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’ such 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 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 affected by any Default or Event of any direct damages (as opposed to consequential damagesDefault, 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 part of any L/C Issuer or its employee or agent (as determined each payment by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer Borrower under this Section 2.2 shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and made without limiting the generality thereofany offset, the parties agree thatabatement, with respect to documents presented which appear on their face to be in 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 further investigation, regardless of any notice withholding 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 Creditreduction whatsoever.

The Reimbursement Obligations. Subject to Section 2.2(b)1.3(b) hereof, the obligation of the Borrowers to reimburse an 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 and this AgreementCredit, 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 12:00 Noon (Cincinnati Chicago time) on the date which when each drawing or other payment by the L/C Issuer is to be paid if the Borrowers have Borrower Representative has been informed of such drawing or other payment by such the L/C Issuer on or before 11:30 11:00 a.m. (Cincinnati Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower Representative after 11:30 11:00 a.m. (Cincinnati 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 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, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiChicago, Ohio Illinois, or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower Representative (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 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 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 2.2(d1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d1.3(e) 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; (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), 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 2.2(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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b2.3(b), the obligation of the Borrowers to reimburse an 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 (to the extent such Application does not conflict with this Agreement) and this Agreement, except that reimbursement shall be paid made by no later than 12:00 Noon (Cincinnati Eastern time) on the date which when each drawing is to be paid if the Borrowers have Borrowing Agent has been informed of such drawing by such the L/C Issuer on or before 11:30 a.m. (Cincinnati Eastern time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrowing Agent after 11:30 a.m. (Cincinnati Eastern time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the BorrowersBorrowing Agent, 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 Borrowers do not make any such reimbursement payment on the date due and the applicable Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(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 2.2(c2.3(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, any 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 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, any 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 the L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an the 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 the 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 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 an 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 2.2(c2.3(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 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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)2.3(b) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati time) on the date which each 2:00 p.m. one Business Day after such drawing is to be has been paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 10:00 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 10:00 a.m. (Cincinnati time) on reimbursement shall be made within two Business Days following the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds in the currency of such drawing at the Administrative Agent’s principal office in CincinnatiNew York, Ohio New York or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower, and the Administrative Agent shall thereafter cause to be distributed to the applicable L/C Issuer such amount(s) in like funds. With respect If the Borrower fails to any pay a Reimbursement Obligation on the date and at the time required, then if such payment relates to a Foreign Currency Letter of Credit denominated in U.S. DollarsCredit, automatically and with no further action required, the Borrowers Borrower’s Reimbursement Obligation shall be permanently converted into an obligation to reimburse the Dollar Equivalent, calculated using the applicable L/C Issuer in U.S. Dollars. With respect to any Canadian Spot Rate on the date when such payment was due, of such drawing under the 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 ObligationCredit. If the Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree Borrower agrees that, notwithstanding any provision of any Application, their its obligations under this Section 2.2(c2.3(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 Borrower may otherwise have against the Administrative Agent, any 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 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, 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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)2.6(b) above, the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid made by no later than 12:00 Noon 1:00 P.M. (Cincinnati Toronto time) on the date which when each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 a.m. (Cincinnati Toronto time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 a.m. (Cincinnati Toronto time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s 's principal office in CincinnatiToronto, Ohio Ontario, or such other office as the Administrative Agent may designate in writing to the Borrowers, and the Administrative Agent Borrower (who 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), provided, that, if such day is not a Business Day, the Borrowers date for such payment shall reimburse be extended to the applicable next succeeding Business Day. Upon payment by the L/C Issuer in U.S. Dollars. With respect to of any Canadian drawing under a Letter of Credit denominated in Canadian DollarsCredit, the Borrowers Borrower shall reimburse be deemed to have requested (without regard to the applicable Canadian L/C Issuer timing requirements for delivery of a Notice of Borrowing otherwise set forth in Canadian Dollars, unless such Canadian L/C Issuer (at its optionthis Agreement) shall have specified in such notice a Revolving Loan on that it will require reimbursement in U.S. Dollars date in an amount equal to (or if necessary, such greater amount as is required to comply with the U.S. Dollar Equivalent 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 ObligationObligation to the L/C Issuer. Any such Revolving Loan shall initially be a Prime Rate Loan. If the Borrowers do 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 2.2(d2.6(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.6(e) 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; (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), 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 2.2(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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)1.2(b) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this AgreementCredit, except that reimbursement shall be paid made by no later than 12:00 Noon 1:00 p.m. (Cincinnati New York, New York time) on the date which when each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 10:00 a.m. (Cincinnati 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 Borrowers Borrower after 11:30 10:00 a.m. (Cincinnati New York, New York time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiNew York, Ohio New York or such other office as the Administrative Agent may designate in writing to the Borrowers, and the Administrative Agent Borrower (who 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. DollarsUnless 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 Borrowers Borrower shall reimburse be deemed to have requested a Borrowing of Base Rate Loans in the applicable amount paid by the L/C Issuer in U.S. Dollarsconnection 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. With respect Such Base Rate Loans shall only be made if all conditions precedent to any Canadian Letter 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 Credit denominated 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 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 manner 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 ObligationSection 1.5(d) hereof. If the Borrowers do 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 2.2(d1.2(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 2.2(d1.2(d) below. In addition, for All unpaid Reimbursement Obligations that are not required to be paid on the benefit 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 Administrative AgentBase Rate from time to time in effect plus the Applicable Margin, subject to Section 1.9 hereof. The Reimbursement Obligations of the L/C Issuer and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, their obligations Borrower under this Section 2.2(c) and each Application Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, 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, and irrespective of including in any claim or defense that case, the Borrowers may otherwise have against the Administrative Agent, any L/C Issuer or any Lender, including without limitation 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 depart from all or any of the provisions of any Loan DocumentDocument made after the Closing Date; (iii) the existence of any claim, of set-off off, counterclaim, defense, or other rights which the Borrowers Borrower or any other Person may have at any time against a any beneficiary of a any Letter of Credit (or any Person for whom a beneficiary may be acting)Credit, the Administrative Agent, any the L/C Issuer, any Lender Lender, or any other Person, whether in connection with this Agreement, another Loan Document, the transaction related to the any Loan Document or any unrelated transaction; (iv) any statement statement, draft, or any other document documentation presented under a any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respectrespect whatsoever; (v) payment by the Administrative Agent or an L/C Issuer under a any Letter of Credit against presentation to the Administrative Agent or an L/C Issuer of a draft or certificate other document that does not comply with the terms of the such Letter of Credit, ; or (vi) any other act circumstance whatsoever, whether or omission not similar 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 Applicationforegoing. None of the Administrative Agent, the Lenders, or the L/C Issuers 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 construed to excuse the L/C Issuers Issuer from liability to the Borrowers 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 the Borrowers Borrower to the extent permitted by applicable law) suffered by the Borrowers Borrower that are caused by the applicable L/C Issuer’s failure to exercise care 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. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)1.2(b) hereof, the obligation of Borrower shall reimburse the Borrowers to reimburse 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon 1:00 p.m. (Cincinnati Chicago time) on the date which when each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing payment by such the L/C Issuer on or before 11:30 a.m. (Cincinnati Chicago time) on the date when such drawing is to be paid or, if notice of such drawing payment is given to the Borrowers Borrower after 11:30 a.m. (Cincinnati Chicago time) on the date when such drawing is to be paid, by 10:00 a.m. (Chicago time) on the end of such daynext Business Day, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiChicago, Ohio Illinois or such other office as the Administrative Agent may designate in writing to the Borrowers, and the Administrative Agent Borrower (who 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 Borrowers do 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 2.2(d1.2(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 2.2(d1.2(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 The Borrower’s Reimbursement Obligations as provided in this Section 2.2(c1.2(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, relevant Application under any and all circumstances whatsoever, 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; Letter of Credit or this Agreement, or any term or provision therein, (ii) any amendment draft 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), 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, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; , (viii) 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 other document that does not comply with the terms of the such Letter of Credit, or (viiv) 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 whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.2(c)Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ Borrower’s obligations hereunder or under an Applicationhereunder. None of Neither the Administrative Agent, the Lenders, or Lenders nor the L/C Issuers 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 that the foregoing shall not be construed to excuse the L/C Issuers Issuer from liability to the Borrowers Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers Borrower to the extent permitted by applicable law) suffered by the Borrowers Borrower 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 part of any the L/C Issuer or its employee or agent (as finally determined by a court of competent jurisdiction by final and nonappealable judgmentjurisdiction), such the L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. In the event of any conflict between the terms of this Agreement and the terms of any Application, the terms of this Agreement shall govern.

The Reimbursement Obligations. Subject to Section 2.2(b2.3(b), the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon 3:00 p.m. (Cincinnati time) on the date which each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid, by noon on the end of such daynext Business Day, in all instances in immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower, 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 Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree Borrower agrees that, notwithstanding any provision of any Application, their its obligations under this Section 2.2(c2.3(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 Borrower may otherwise have against the Administrative Agent, any 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 off, defense, or other right of the Borrowers 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 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 a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an 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 an 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 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ Borrower’s obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or the L/C Issuers 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 Issuers Issuer from liability to the Borrowers Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers Borrower and each Guarantor to the extent permitted by applicable law) suffered by the Borrowers Borrower or any Guarantor 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 part of any the L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such the L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b2.3(b), the obligation of the Borrowers to reimburse an 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati time) on the date which each drawing is to be paid if the Borrowers have been informed of such drawing by such the L/C Issuer on or before 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers after 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the 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 Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(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 its obligations under this Section 2.2(c2.3(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 Applicationsrelevant Application, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrowers either Borrower may otherwise have against the Administrative Agent, any 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 set-off the Borrowers 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 Administrative Agent, any 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 a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an 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 an 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 2.2(c2.3(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 Issuers 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 Issuers 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 the Borrowers each Borrower and each other Loan Party to the extent permitted by applicable lawLegal Requirements) suffered by the Borrowers either Borrower or any other Loan Party 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 part of any the L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such the L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b2.3(b), the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati time) on the date which each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower, 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 Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree Borrower agrees that, notwithstanding any provision of any Application, their its obligations under this Section 2.2(c2.3(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 Applicationsrelevant Application, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrowers Borrower may otherwise have against the Administrative Agent, any 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 off, defense, or other right of the Borrowers 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 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 a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an 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 an 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 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ Borrower’s obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or the L/C Issuers 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 Issuers Issuer from liability to the Borrowers Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers Borrower and each other Loan Party to the extent permitted by applicable law) suffered by the Borrowers Borrower or any other Loan Party 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 part of any the L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such the L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b1.3(b), the obligation of the Borrowers Borrower to reimburse an 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 reimbursement of the Reimbursement Obligations shall be governed by the Application related to such Letter of Credit and this Agreement, except that reimbursement shall be paid made by no later than 12:00 Noon 1:00 p.m. (Cincinnati New York time) on the date which each drawing is to be paid if the Borrowers have been informed of such drawing by such L/C Issuer on or before 11:30 a.m. (Cincinnati time) on Business Day immediately following the date when that the Borrower 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 Borrowers after 11:30 a.m. (Cincinnati 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 the end of such daynotice), in all instances U.S. Dollars in funds that are immediately available funds at the Administrative Agent’s principal office in CincinnatiNew York, Ohio New York or such other office as the Administrative Agent may designate in writing to the Borrowers, and the Administrative Agent Borrower (who shall thereafter cause to be distributed to the applicable L/C Issuer such amount(s) in like funds). With respect As to any Letter of Credit denominated payable in U.S. Dollarsan Eligible Foreign Currency, the Borrowers Reimbursement Obligation shall reimburse be payable in either (i) the applicable 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 in U.S. Dollars. With respect that it intends to timely reimburse the amount of any Canadian drawing under a Letter of Credit denominated in Canadian Dollarsaccordance with this Section 1.3(c) from its own funds, the Borrowers Administrative Agent shall reimburse promptly notify each relevant Revolving Lender of the applicable Canadian L/C Issuer 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 Canadian Dollars, unless the form of Base Rate Loans to be disbursed on the date of such Canadian L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in U.S. Dollars drawing in an amount equal to the U.S. Dollar Equivalent of such Reimbursement ObligationObligation (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 Borrowers do 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 2.2(d) 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 the currency received in accordance with Section 2.2(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; (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 acting1.3(d), 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 2.2(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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)2.3(b) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati time) 2:00 p.m. on the date which each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 a.m. (Cincinnati time) reimbursement shall be made on the next Business Day following the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiNew York, Ohio New York or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower, 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 Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree Borrower agrees that, notwithstanding any provision of any Application, their its obligations under this Section 2.2(c2.3(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 Borrower may otherwise have against the Administrative Agent, any 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, claim of set-off set‑off the Borrowers 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 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 a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an 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 Letter of Credit complied with the terms thereof did not constitute gross negligence, bad faith or willful misconduct of the 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 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 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ Borrower’s 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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)2.3(b) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati time) 2:00 p.m. on the date which each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 a.m. (Cincinnati time) reimbursement shall be made on the next Business Day following the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiNew York, Ohio New York or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower, 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 Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree Borrower agrees that, notwithstanding any provision of any Application, their its obligations under this Section 2.2(c2.3(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 Borrower may otherwise have against the Administrative Agent, any 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, claim of set-off the Borrowers 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 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 a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an 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 Letter of Credit complied with the terms thereof did not constitute gross negligence, bad faith or willful misconduct of the 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 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 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ Borrower’s 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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b)1.3(b) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this AgreementCredit, except that reimbursement of the Reimbursement Obligations shall be paid made by no later than 12:00 Noon 1:00 p.m. (Cincinnati New York time) on the date which each drawing is to be paid if the Borrowers have been informed of such drawing by such L/C Issuer on or before 11:30 a.m. (Cincinnati time) on Business Day immediately following the date when that the Borrower 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 Borrowers after 11:30 a.m. (Cincinnati 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 paidnotice), by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in CincinnatiNew York, Ohio New York or such other office as the Administrative Agent may designate in writing to the Borrowers, and the Administrative Agent Borrower (who shall thereafter cause to be distributed to the applicable L/C Issuer such amount(s) in like funds). With respect As to any Letter of Credit denominated payable in U.S. Dollarsan Eligible Foreign Currency, the Borrowers Reimbursement Obligation shall reimburse be payable in either (i) the applicable 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 in U.S. Dollars. With respect that it intends to timely reimburse the amount of any Canadian drawing under a Letter of Credit denominated in Canadian Dollarsaccordance with this Section 1.3(c) from its own funds, the Borrowers Administrative Agent shall reimburse promptly notify each relevant Revolving Lender of the applicable Canadian L/C Issuer 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 Canadian Dollars, unless the form of Base Rate Loans to be disbursed on the date of such Canadian L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in U.S. Dollars drawing in an amount equal to the U.S. Dollar Equivalent of such Reimbursement ObligationObligation (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 Borrowers do 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 2.2(d1.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d1.3(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 2.2(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; (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), 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 2.2(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 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 part of any L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b2.3(b), the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid by no later than 12:00 Noon (Cincinnati time) on the date which each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 a.m. (Cincinnati time) on the date when such drawing is to be paid, by the end of such day, in all instances in immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the BorrowersBorrower, 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 Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.3(d) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in the currency received in accordance with Section 2.2(d2.3(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer and each Lender, the Borrowers agree Borrower agrees that, notwithstanding any provision of any Application, their its obligations under this Section 2.2(c2.3(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 Applicationsrelevant Application, under all circumstances whatsoever, and irrespective of any claim or defense that the Borrowers Borrower may otherwise have against the Administrative Agent, any 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 set-off the Borrowers 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 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 a L/C Issuer under a Letter of Credit against presentation to the Administrative Agent or an 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 an 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 2.2(c2.3(c), constitute a legal or equitable discharge of the Borrowers’ Borrower’s obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or the L/C Issuers 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 Issuers Issuer from liability to the Borrowers Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers Borrower and each other Loan Party to the extent permitted by applicable lawLegal Requirements) suffered by the Borrowers Borrower or any other Loan Party 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 part of any the L/C Issuer or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such the L/C Issuer shall be deemed to have exercised care in each such determination. 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, an 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. Subject to Section 2.2(b2.17(b), the obligation of the Borrowers to reimburse an 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 Credit and this Agreement; provided that, except that reimbursement any grant of a security interest pursuant to any Application shall be paid null and void. The Borrowers shall pay the Issuing Bank for each L/C Disbursement by no later than 12:00 Noon 3:00 p.m. (Cincinnati time) on the date which each drawing is to be paid of such L/C Disbursement if the Borrowers have U.S. Borrower has been informed of such drawing by such L/C Issuer the Issuing Bank on or before 11:30 10:00 a.m. (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 Borrowers U.S. Borrower after 11:30 10:00 a.m. (Cincinnati time) on the date when of such drawing is to be paidL/C Disbursement, by 12:00 Noon on the end of such dayfollowing 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 Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the BorrowersU.S. Borrower, and the Administrative Agent shall thereafter cause to be distributed to the applicable L/C Issuer Issuing Bank such Dollar 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 Borrowers do not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(d2.17(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 the currency received in accordance with Section 2.2(d2.17(d) below. In addition, for the benefit of the Administrative Agent, the L/C Issuer each Issuing Bank, and each Lender, the Borrowers agree that, notwithstanding any provision of any Application, their that its obligations under this Section 2.2(c2.17(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 ApplicationsApplications therefor, 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 Issuing Bank 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 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, any L/C IssuerIssuing 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 L/C Issuer Issuing Bank under a Letter of Credit against presentation to the Administrative Agent or an L/C Issuer 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 or an L/C IssuerAgent, 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 2.2(c2.17(c), constitute a legal or equitable discharge of the Borrowers’ obligations hereunder or under an Application. None of the Administrative Agent, the Lenders, or the L/C Issuers 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 L/C IssuerIssuing Bank; provided that the foregoing shall not be construed to excuse the L/C Issuers 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 the applicable L/C Issuersuch 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 part of any L/C Issuer an Issuing Bank or its employee or agent (as determined by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties 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, an L/C Issuer mayIssuing Bank, in its sole discretion, may 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. Subject to Section 2.2(b)) hereof, the obligation of the Borrowers Borrower to reimburse an 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 and this Agreement, except that reimbursement shall be paid made by no later than 12:00 Noon 1:00 p.m. (Cincinnati New York time) on the date which when each drawing is to be paid if the Borrowers have Borrower has been informed of such drawing by such the L/C Issuer on or before 11:30 a.m. 12:30 p.m. (Cincinnati New York time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrowers Borrower after 11:30 a.m. 12:30 p.m. (Cincinnati New York time) on the date when such drawing is to be paid, by 1:00 p.m. on the end of such day, in all instances following Business Day in immediately available funds at the Administrative Agent’s principal office in Cincinnati, Ohio or such other office as the Administrative Agent may designate in writing to the BorrowersOffice, and the Administrative Agent shall thereafter cause to be distributed to the applicable L/C Issuer such amount(s) in like funds. With ; provided that, with respect to any Letter of Credit denominated in U.S. Dollarsdrawings 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 Borrowers Borrower shall reimburse pay to the applicable L/C Issuer in U.S. Dollars. With respect to any Canadian Letter 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 Credit denominated in Canadian Dollars, 360 days and the Borrowers shall reimburse the applicable Canadian L/C Issuer in Canadian Dollars, unless such Canadian L/C Issuer (at its optionactual days elapsed) 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 ObligationApplicable Margin plus the Base Rate from time to time in effect. If the Borrowers do Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations in the manner set forth in Section 2.2(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 2.2(d) below. In addition, for the benefit The obligations of the Administrative AgentBorrower under this Section 2.2 shall be absolute, irrevocable and unconditional under any and all circumstances and shall not be subject to any set-off, counterclaim or defense to payment that the Borrower may have or has had against 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; (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)Issuer, the Administrative Agent, any L/C Issuer, any Lender or any other Person, whether in connection with this Agreement, another Loan Document, . Without limiting 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 generality of the Letter of Creditforegoing, 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’ such 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 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 affected by any Default or Event of any direct damages (as opposed to consequential damagesDefault, 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 part of any L/C Issuer or its employee or agent (as determined each payment by a court of competent jurisdiction by final and nonappealable judgment), such L/C Issuer Borrower under this Section 2.2 shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and made without limiting the generality thereofany offset, the parties agree thatabatement, with respect to documents presented which appear on their face to be in 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 further investigation, regardless of any notice withholding 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 Creditreduction whatsoever.