Common use of Reimbursement Obligations of the Borrowers Clause in Contracts

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay to the L/C Issuer of any Letter of Credit each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrowers or the Borrower Representative receive notice from such L/C Issuer that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid by the Borrowers as provided in this clause (v) (or any such payment by the Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Agent of such failure (and, upon receipt of such notice, the Agent shall forward a copy to each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrowers with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans.

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay to the L/C Issuer of any Letter of Credit Credit, or to Agent for the benefit of such L/C Issuer, each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrowers or the Borrower Representative receive notice from such L/C Issuer or from Agent that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation is not repaid by the Borrowers as provided in this clause (v) (or any such payment by the Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Agent of such failure (and, upon receipt of such notice, the Agent shall forward a copy to notify each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrowers with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans.

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay to the L/C Issuer of any Letter of Credit each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrowers or the Borrower Representative receive notice from such L/C Issuer that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation which is not repaid by the Borrowers as provided in this clause (v) (or any such payment by the Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Administrative Agent of such failure (and, upon receipt of such notice, the Administrative Agent shall forward a copy to notify each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrowers with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans.

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay to the L/C Issuer of any Letter of Credit each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the applicable Borrowers or the Borrower Representative receive notice from such L/C Issuer that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid by the Borrowers as provided in this clause (v) (or any such payment by the Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Agent of such failure (and, upon receipt of such notice, the Agent shall forward a copy to each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand (which shall be deemed paid in full upon the making of the Revolving Loans described in subsection (vi) below) by the Borrowers with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans.

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay Each Revolving Credit Lender unconditionally and irrevocably covenants to the Issuing Bank that, if an L/C Issuer of Disbursement is made by the Issuing Bank with respect to any Letter of Credit each L/C Reimbursement Obligation owing with respect for which the Issuing Bank is not immediately reimbursed in full by the Revolving Credit Borrowers, such Lender shall pay to the Administrative Agent, for the account of the Issuing Bank, upon the demand by the Administrative Agent, an amount equal to such Letter Lender’s Revolving Credit Commitment Percentage of Credit no later than the first Business Day after the Borrowers or the Borrower Representative receive notice from unreimbursed amount of such L/C Issuer that Disbursement not later than 1:00 p.m. Eastern Time on the Business Day specified by the Administrative Agent in its demand for payment. Any payment has been made under such Letter by a Lender pursuant to this Section 2.05.3 to reimburse the Issuing Bank for any L/C Disbursement shall not constitute a Loan and shall not relieve the Borrowers of Credit or that their joint and several obligations to reimburse such L/C Reimbursement Obligation is otherwise due (Disbursement; provided, however, that in respect of any drawing under any Letter of Credit, the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event maximum amount that any L/C Issuer incurs any L/C Reimbursement Obligation Revolving Credit Lender shall be required to fund, whether as a Revolving Credit Loan or as a participation, shall not repaid by the Borrowers exceed such Revolving Credit Lender’s Revolving Credit Commitment Percentage of such drawing except as otherwise provided in Section 2.14. Each Revolving Credit Lender’s obligation to make such payments to the Administrative Agent under this clause subsection, and the Administrative Agent’s right to receive the same for the account of the Issuing Bank, shall be absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including without limitation, (i) the failure of any other Revolving Credit Lender to make its payment under this subsection, (ii) the financial condition of the Revolving Credit Borrowers or any other Loan Party, (iii) the existence of any Default or Event of Default, including any Event of Default described in Section 7.01.7 or 7.01.8, (iv) the termination of the Revolving Credit Commitments or (v) (or any the delivery of Cash Collateral. Each such payment by to the Borrowers is rescinded or set aside Administrative Agent for any reason), such L/C Issuer shall promptly notify the Agent account of such failure (and, upon receipt of such notice, the Agent shall forward a copy to each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation Issuing Bank shall be payable on demand by the Borrowers with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Datemade without any offset, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in fullabatement, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loanswithholding or deduction whatsoever.

Reimbursement Obligations of the Borrowers. The U.S. Borrowers agree to pay to the L/C Issuer of any U.S. Letter of Credit each L/C Reimbursement Obligation owing with respect to such U.S. Letter of Credit and the Canadian Borrower agrees to pay to the L/C Issuer of any Canadian Letter of Credit, in the applicable currency, each L/C Reimbursement Obligation owing with respect to such Canadian Letter of Credit and, each Applicable Borrower agrees to pay all other charges and fees payable to such L/C Issuer in connection with any Letter of Credit issued for the account of such Borrower immediately when due irrespective of any claim, setoff, defense or other right which such Borrower may have at any time against such L/C Issuer or any other Person, in each case, no later than the first Business Day after the Borrowers Applicable Borrower or the Borrower Representative receive receives notice from such L/C Issuer that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation which is not repaid by the Borrowers Applicable Borrower as provided in this clause (vvi) (or any such payment by the Borrowers Applicable Borrower is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Administrative Agent of such failure (and, upon receipt of such notice, the Administrative Agent shall forward a copy to notify each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrowers Applicable Borrower with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans or Canadian Index Rate Loans, as applicable and (B) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans or Canadian Index Rate Loans, as applicable.

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay to the L/C Issuer of any Letter of Credit Credit, or to Agent for the benefit of such L/C Issuer, each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrowers or the Borrower Representative receive notice from such L/C Issuer or from Agent that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation is not repaid by the Borrowers as provided in this clause (v) (or any such payment by the Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Agent of such failure (and, upon receipt of such notice, the Agent shall forward a copy to notify each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrowers on demand with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in full, at the interest rate applicable during such period specified in Section 2.3(c) to past due Revolving Loans that are Base Rate LoansLoans (regardless of whether or not an election is made under such Section).

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay to the L/C Issuer of any Letter of Credit Credit, or to Administrative Agent for the benefit of such L/C Issuer, each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrowers or the Parent Borrower Representative receive notice from such L/C Issuer or from Administrative Agent that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation is not repaid by the Borrowers as provided in this clause (v) (or any such payment by the Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Administrative Agent of such failure (and, upon receipt of such notice, the Administrative Agent shall forward a copy to notify each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrowers on demand with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in full, at the interest rate applicable during such period specified in Section 2.08(b) to past due Revolving Loans that are Base Rate LoansLoans (regardless of whether or not an election is made under such Section).

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay to the L/C Issuer of any Letter of Credit each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrowers or the Borrower Representative receive notice from such L/C Issuer that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation which is not repaid by the Borrowers as provided in this clause (v) (or any such payment by the Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Agent of such failure (and, upon receipt of such notice, the Agent shall forward a copy to notify each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrowers with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans.

Reimbursement Obligations of the Borrowers. The Borrowers agree Each Borrower Group agrees to pay to the L/C Issuer of any Letter of Credit each L/C Reimbursement Obligation owing with respect to each such Letter of Credit Issued with respect to such Borrower Group no later than the first Business Day after the Borrowers of such Borrower Group or the Borrower Representative receive receives notice from such L/C Issuer that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation which is not repaid by the Borrowers of the relevant Borrower Group as provided in this clause (v) (or any such payment by the such Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Agent of such failure (and, upon receipt of such notice, the Agent shall forward a copy to notify each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall thereafter be payable on demand by the applicable Borrowers with interest thereon computed as set forth below. Interest on each L/C Reimbursement Obligation shall be computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are (I) Base Rate Loans for Dollar-denominated Letters of Credit and (II) Canadian Index Rate Loans for Canadian Dollar-denominated Letters of Credit and (B) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans or Canadian Index Rate Loans, as the case may be.

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay to the L/C Issuer of any Letter of Credit Credit, or to Administrative Agent for the benefit of such L/C Issuer, each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrowers or the Parent Borrower Representative receive notice from such L/C Issuer or from Administrative Agent that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation is not repaid by the Borrowers as provided in this clause (v) (or any such payment by the Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Administrative Agent of such failure (and, upon receipt of such notice, the Administrative Agent shall forward a copy to notify each Revolving Lender) and, irrespective of whether such 74 notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrowers on demand with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in full, at the interest rate applicable during such period specified in Section 2.08(b) to past due Revolving Loans that are Base Rate LoansLoans (regardless of whether or not an election is made under such Section).

Reimbursement Obligations of the Borrowers. The Borrowers agree Unless the Borrower Representative has provided written notice to the Agent and the L/C Issuer of the Borrowers’ intention to pay to the L/C Issuer of any Letter of Credit each L/C Reimbursement Obligation owing with respect to such Letter of Credit with interest thereon computed as set forth in clause (A) below from funds other than a Borrowing pursuant hereto, and makes such payment, no later than the first (1st) Business Day after the Borrowers or the Borrower Representative and Agent receive notice from such L/C Issuer that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid by the Borrowers as provided in this clause (v) (or any such payment by the Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Agent of such failure (and, upon receipt of such notice, the Agent Borrowers shall forward be deemed to have made a copy request for Borrowing of Revolving Loans that are Base Rate Loans pursuant to each Revolving LenderSection 1.5(a) and, irrespective in the amount of whether such notice is given, such L/C Reimbursement Obligation (and, the Agent shall notify each Revolving Lender of such request). Such L/C Reimbursement Obligation shall, unless funded with a Revolving Loan pursuant to clause (vi) below, be payable on demand by the Borrowers with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans.

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay Each Revolving Credit Lender unconditionally and irrevocably covenants to the Issuing Bank that, if an L/C Issuer of Disbursement is made by the Issuing Bank with respect to any Letter of Credit each L/C Reimbursement Obligation owing with respect for which the Issuing Bank is not immediately reimbursed in full by the Revolving Credit Borrowers, such Lender shall pay to the Administrative Agent, for the account of the Issuing Bank, upon the demand by the Administrative Agent, an amount equal to such Letter Lender’s Revolving Credit Commitment Percentage of Credit no later than the first Business Day after the Borrowers or the Borrower Representative receive notice from unreimbursed amount of such L/C Issuer that Disbursement not later than 1:00 p.m. Eastern Time on the Business Day specified by the Administrative Agent in its demand for payment. Any payment has been made under such Letter by a Lender pursuant to this Section 2.05.3 to reimburse the Issuing Bank for any L/C Disbursement shall not constitute a Loan and shall not relieve the Borrowers of Credit or that their joint and several obligations to reimburse such L/C Reimbursement Obligation is otherwise due (Disbursement; provided, however, that the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In Revolving Credit Borrowers unconditionally and irrevocably, jointly and severally, covenant to reimburse the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid Issuing Bank by paying to the Borrowers as provided in this clause (v) (or any such payment by Administrative Agent, for the Borrowers is rescinded or set aside for any reason)account of the Issuing Bank, the amount of such L/C Issuer shall promptly notify Disbursement by the Agent not later than 12:00 noon on (i) the Business Day that the Revolving Credit Borrowers receive notice of such failure drawing, if such notice is received by the Revolving Credit Borrowers prior to 10:00 a.m., or (and, upon receipt of ii) the Business Day immediately following the day that the Revolving Credit Borrowers receive such notice, the Agent shall forward a copy to each Revolving Lender) and, irrespective of whether if such notice is givennot received prior to such time, for the amount of (x) such L/C Reimbursement Obligation Disbursement and (y) any amounts incurred by such Issuing Bank in connection with such payment; provided, further, that in respect of any drawing under any Letter of Credit, the maximum amount that any Revolving Credit Lender shall be payable on demand by the Borrowers with interest thereon computed (A) from the date on which required to fund, whether as a Revolving Credit Loan or as a participation, shall not exceed such L/C Reimbursement Obligation arose Revolving Credit Lender’s Revolving Credit LEGAL02/44139400v8 Commitment Percentage of such drawing except as otherwise provided in Section 2.14. Each Revolving Credit Lender’s obligation to make such payments to the L/C Reimbursement DateAdministrative Agent under this subsection, at and the interest rate applicable during Administrative Agent’s right to receive the same for the account of the Issuing Bank, shall be absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including without limitation, (i) the failure of any other Revolving Credit Lender to make its payment under this subsection, (ii) the financial condition of the Revolving Credit Borrowers or any other Loan Party, (iii) the existence of any Default or Event of Default, including any Event of Default described in Section 7.01.7 or 7.01.8, (iv) the termination of the Revolving Credit Commitments or (v) the delivery of Cash Collateral. Each such period payment to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in fullthe Administrative Agent for the account of the Issuing Bank shall be made without any offset, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loansabatement, withholding or deduction whatsoever.

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay to the L/C Issuer of any Letter of Credit Credit, or to Agent for the benefit of such L/C Issuer (in each case, with the proceeds of Revolving Loans or otherwise), each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after date on which the Borrowers or the Borrower Representative receive notice from such L/C Issuer or from Agent that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (provided, however, that in the “event that the Borrowers shall be notified of any drawing under any Letter of Credit after 11:00 a.m. (New York time), the Borrowers shall pay such L/C Reimbursement Date”) Obligation on the first Business Day after the Borrowers or the Borrower Representative receive such notice together with interest thereon computed as set forth in clause (A) below) (the “L/C Reimbursement Date”). In the event that any L/C Issuer incurs any L/C Reimbursement Obligation is not repaid by the Borrowers as provided in this clause (v) (or any such payment by the Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Agent of such failure (and, upon receipt of such notice, the Agent shall forward a copy to notify each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrowers with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans.

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay to the L/C Issuer of any Letter of Credit Credit, or to Agent for the benefit of such L/C Issuer, each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrowers or the Borrower Representative receive notice from such L/C Issuer or from Agent that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below). In the event that any L/C Issuer incurs any L/C Reimbursement Obligation is not repaid by the Borrowers as provided in this clause (vSection 1.1(b)(v) (or any such payment by the Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Agent of such failure (and, upon receipt of such notice, the Agent shall forward a copy to notify each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrowers with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans.

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay to the L/C Issuer of any Letter of Credit Credit, or to Revolver Agent for the benefit of such L/C Issuer, each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrowers or the Parent Borrower Representative receive notice from such L/C Issuer or from Revolver Agent that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation is not repaid by the Borrowers as provided in this clause (v) (or any such payment by the Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Revolver Agent of such failure (and, upon receipt of such notice, the Revolver Agent shall forward a copy to notify each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrowers on demand with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in full, at the interest rate applicable during such period specified in Section 2.08(b) to past due Revolving Loans that are Base Rate LoansLoans (regardless of whether or not an election is made under such Section).

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay Each Revolving Credit Lender unconditionally and irrevocably covenants to the Issuing Bank that, if an L/C Issuer of Disbursement is made by the Issuing Bank with respect to any Letter of Credit each L/C Reimbursement Obligation owing with respect for which the Issuing Bank is not immediately reimbursed in full by the Revolving Credit Borrowers, such Lender shall pay to the Administrative Agent, for the account of the Issuing Bank, upon the demand by the Administrative Agent, an amount equal to such Letter Lender’s Revolving Credit Commitment Percentage of Credit no later than the first Business Day after the Borrowers or the Borrower Representative receive notice from unreimbursed amount of such L/C Issuer that Disbursement not later than 1:00 p.m. Eastern Time on the Business Day specified by the Administrative Agent in its demand for payment. Any payment has been made under such Letter by a Lender pursuant to this Section 2.05.3 to reimburse the Issuing Bank for any L/C Disbursement shall not constitute a Loan and shall not relieve the Borrowers of Credit or that their joint and several obligations to reimburse such L/C Reimbursement Obligation is otherwise due (Disbursement; provided, however, that the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In Revolving Credit Borrowers unconditionally and irrevocably, jointly and severally, covenant to reimburse the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid Issuing Bank by paying to the Borrowers as provided in this clause (v) (or any such payment by Administrative Agent, for the Borrowers is rescinded or set aside for any reason)account of the Issuing Bank, the amount of such L/C Issuer shall promptly notify Disbursement by the Agent not later than 12:00 noon on (i) the Business Day that the Revolving Credit Borrowers receive notice of such failure drawing, if such notice is received by the Revolving Credit Borrowers prior to 10:00 a.m., or (and, upon receipt of ii) the Business Day immediately following the day that the Revolving Credit Borrowers receive such notice, the Agent shall forward a copy to each Revolving Lender) and, irrespective of whether if such notice is givennot received prior to such time, for the amount of (x) such L/C Reimbursement Obligation Disbursement and (y) any amounts incurred by such Issuing Bank in connection with such payment; provided, further, that in respect of any drawing under any Letter of Credit, the maximum amount that any Revolving Credit Lender shall be payable on demand by the Borrowers with interest thereon computed (A) from the date on which required to fund, whether as a Revolving Credit Loan or as a participation, shall not exceed such L/C Reimbursement Obligation arose Revolving Credit Lender’s Revolving Credit Commitment Percentage of such drawing except as otherwise provided in Section 2.14. Each Revolving Credit Lender’s obligation to make such payments to the L/C Reimbursement DateAdministrative Agent under this subsection, at and the interest rate applicable during Administrative Agent’s right to receive the same for the account of the Issuing Bank, shall be absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including without limitation, (i) the failure of any other Revolving Credit Lender to make its payment under this subsection, (ii) the financial condition of the Revolving Credit Borrowers or any other Loan Party, (iii) the existence of any Default or Event of Default, including any Event of Default described in Section 7.01.7 or 7.01.8, (iv) the termination of the Revolving Credit Commitments or (v) the delivery of Cash Collateral. Each such period payment to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in fullthe Administrative Agent for the account of the Issuing Bank shall be made without any offset, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loansabatement, withholding or deduction whatsoever.

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay to the L/C Issuer of any Letter of Credit or, at the option of Agent, to Agent for the benefit of such L/C Issuer, each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrowers or relevant Borrower and the Borrower Representative receive notice from such L/C Issuer or from Agent that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation is not repaid by the Borrowers as provided in this clause (v) (or any such payment by the Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Agent of such failure (and, upon receipt of such notice, the Agent shall forward a copy to notify each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrowers with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Canadian Prime Rate Loans (if such L/C Reimbursement Obligations are denominated in Canadian Dollars) or U.S. Base Rate Loans (if such L/C Reimbursement Obligations are denominated in U.S. Dollars) and (B) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Canadian Prime Rate Loans (if such L/C Reimbursement Obligations are denominated in Canadian Dollars) or U.S. Base Rate LoansLoans (if such L/C Reimbursement Obligations are denominated in U.S. Dollars).

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay Each Revolving Credit Lender unconditionally and irrevocably covenants to the Issuing Bank that, if an L/C Issuer of Disbursement is made by the Issuing Bank with respect to any Letter of Credit each L/C Reimbursement Obligation owing with respect for which the Issuing Bank is not immediately reimbursed in full by the Revolving Credit Borrowers, such Lender shall pay to the Administrative Agent, for the account of the Issuing Bank, upon the demand by the Administrative Agent, an amount equal to such Letter Xxxxxx’s Revolving Credit Commitment Percentage of Credit no later than the first Business Day after the Borrowers or the Borrower Representative receive notice from unreimbursed amount of such L/C Issuer that Disbursement not later than 1:00 p.m. Eastern Time on the Business Day specified by the Administrative Agent in its demand for payment. Any payment has been made under such Letter by a Lender pursuant to this Section 2.05.3 to reimburse the Issuing Bank for any L/C Disbursement shall not constitute a Loan and shall not relieve the Borrowers of Credit or that their joint and several obligations to reimburse such L/C Reimbursement Obligation is otherwise due (Disbursement; provided, however, that the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In Revolving Credit Borrowers unconditionally and irrevocably, jointly and severally, covenant to reimburse the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid Issuing Bank by paying to the Borrowers as provided in this clause (v) (or any such payment by Administrative Agent, for the Borrowers is rescinded or set aside for any reason)account of the Issuing Bank, the amount of such L/C Issuer shall promptly notify Disbursement by the Agent not later than 12:00 noon on (i) the Business Day that the Revolving Credit Borrowers receive notice of such failure drawing, if such notice is received by the Revolving Credit Borrowers prior to 10:00 a.m., or (and, upon receipt of ii) the Business Day immediately following the day that the Revolving Credit Borrowers receive such notice, the Agent shall forward a copy to each Revolving Lender) and, irrespective of whether if such notice is givennot received prior to such time, for the amount of (x) such L/C Reimbursement Obligation Disbursement and (y) any amounts incurred by such Issuing Bank in connection with such payment; provided, further, that in respect of any drawing under any Letter of Credit, the maximum amount that any Revolving Credit Lender shall be payable on demand by the Borrowers with interest thereon computed (A) from the date on which required to fund, whether as a Revolving Credit Loan or as a participation, shall not exceed such L/C Reimbursement Obligation arose Revolving Credit Lender’s Revolving Credit Commitment Percentage of such drawing except as otherwise provided in Section 2.14. Each Revolving Credit Lender’s obligation to make such payments to the L/C Reimbursement DateAdministrative Agent under this subsection, at and the interest rate applicable during Administrative Agent’s right to receive the same for the account of the Issuing Bank, shall be absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including without limitation, (i) the failure of any other Revolving Credit Lender to make its payment under this subsection, (ii) the financial condition of the Revolving Credit Borrowers or any other Loan Party, (iii) the existence of any Default or Event of Default, including any Event of Default described in Section 7.01.7 or 7.01.8, (iv) the termination of the Revolving Credit Commitments or (v) the delivery of Cash Collateral. Each such period payment to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in fullthe Administrative Agent for the account of the Issuing Bank shall be made without any offset, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loansabatement, withholding or deduction whatsoever.

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay to the L/C Issuer of any Letter of Credit Credit, or to Agent for the benefit of such L/C Issuer, each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrowers or the Borrower Representative receive notice from such L/C Issuer or from Agent that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation is not repaid by the Borrowers as provided in this clause (v) (or any such payment by the Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Agent of such failure (and, upon receipt of such notice, the Agent shall forward a copy to notify each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrowers on demand with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in full, at the interest rate applicable during such period specified in Section 2.3(c) to past due Revolving Loans that are Base Rate Loans.Loans (regardless of whether or not an election is made under such Section). (vi) Reimbursement Obligations of the Revolving Lenders. (A) Upon receipt of the notice described in Section 2.1(c)(v) above from Agent, each Revolving Lender shall pay to Agent for the account of such L/C Issuer its Commitment Percentage of such Letter of Credit Obligations (as such amount may be increased pursuant to Section 2.11(e)(ii)). (B) By making any payment described in Section 2.1(c)(vi)(A) above (other than during the continuation of an Event of Default under Section 8.1(f) or 8.1(g)), such Lender shall be deemed to have made a Revolving Loan to the Borrowers, which, upon receipt thereof by Agent for the benefit of such L/C Issuer, the Borrowers shall be deemed to have used in whole to repay such L/C Reimbursement Obligation. Any such payment that is not deemed a Revolving Loan shall be deemed a funding by such Lender of its participation in the applicable Letter of Credit and the Letter of Credit Obligation in respect of the related L/C Reimbursement Obligations. Such participation shall not otherwise be required to be funded. Following receipt by any L/C Issuer of any payment from

Reimbursement Obligations of the Borrowers. The In the event of any drawing under any Syndicated Letter of Credit, the Borrowers agree to pay to reimburse, in same day funds, the L/C Issuer applicable Issuing Lenders on each date on which the Administrative Agent notifies the Borrowers of the date and amount of a draft paid under any Syndicated Letter of Credit each L/C Reimbursement Obligation owing for the amount of (a) such draft so paid plus (b) any amounts referred to in Section 3.4(c) incurred by the applicable Issuing Lenders in connection with respect to such Letter payment. Unless the Company, on behalf of Credit no later than the first Business Day after Borrowers, shall immediately notify the Administrative Agent that the Borrowers intend to reimburse the Issuing Lenders for such drawing from other sources or funds, the Borrower Representative receive notice from Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the CD Rate on such L/C Issuer that payment has been made under date in the amount of (a) such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due draft so paid plus (the “L/C Reimbursement Date”b) with interest thereon computed as set forth any amounts referred to in clause (ASection 3.4(c) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid incurred by the Issuing Lenders in connection with such payment, and the Lenders shall make a Revolving Credit Loan bearing interest at the CD Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lenders for the amount of the related drawing and costs and expenses. If the Borrowers fail to reimburse the Issuing Lender(s) as provided in this clause (v) (or any such payment by above, the Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Agent unreimbursed amount of such failure (and, upon receipt of such notice, drawing shall bear interest at the Agent shall forward a copy to each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall rate which would be payable on demand by the Borrowers with interest thereon computed (A) any outstanding CD Rate Loans which were then overdue from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Dateamounts become payable (whether at stated maturity, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (Bby acceleration or otherwise) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans.

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay to the L/C Issuer of any Letter of Credit Credit, or to Agent for the benefit of such L/C Issuer, each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrowers or the Borrower Representative receive notice from such L/C Issuer or from Agent that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation is not repaid by the Borrowers as provided in this clause (v) (or any such payment by the Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Agent of such failure (and, upon receipt of such notice, the Agent shall forward a copy to notify each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrowers with interest Table of Contents thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans.

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay to the L/C Issuer of any Letter of Credit Credit, or to Agent for the benefit of such L/C Issuer, each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrowers or the Borrower Representative receive receives notice from such L/C Issuer or from Agent that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation is not repaid by the Borrowers as provided in this clause (vSection 2.1(c)(v) (or any such payment by the Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Agent of such failure (and, upon receipt of such notice, the Agent shall forward a copy to each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrowers with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B) thereafter until payment set forth in fullthe L/C Reimbursement Agreement or, at if no interest rate is set forth therein, the interest rate applicable during such period to past due the Revolving Loans that are Base Rate LoansCredit Facility.

Reimbursement Obligations of the Borrowers. The Borrowers agree to pay to the L/C Issuer of any Letter of Credit Credit, or to Agent for the benefit of such L/C Issuer, each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrowers or the Borrower Representative receive notice from such L/C Issuer or from Agent that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation is not repaid by the Borrowers as provided in this clause (v) (or any such payment by the Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Agent of such failure (and, upon receipt of such notice, the Agent shall forward a copy to each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrowers with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans.

Reimbursement Obligations of the Borrowers. The Borrowers Borrowers, jointly and severally, agree to pay to the L/C Issuer of any Letter of Credit each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrowers or the Borrower Representative receive receives notice from such L/C Issuer that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (Ai) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation not repaid by the Borrowers as provided in this clause (ve) (or any such payment by the Borrowers is rescinded or set aside for any reason), such L/C Issuer shall promptly notify the Administrative Agent of such failure (and, upon receipt of such notice, the Administrative Agent shall forward a copy to each Revolving Credit Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrowers with interest thereon computed (Ai) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (Bii) thereafter until payment in full, at the interest rate applicable during such period to past due Revolving Loans that are Base Rate Loans. 39 AMENDED AND THE PRINCETON REVIEW, INC.