Common use of Reimbursement Obligations of the Revolving Credit Lenders Clause in Contracts

Reimbursement Obligations of the Revolving Credit Lenders. If no Revolving Credit Lender is a Non-Funding Lender, upon receipt of the notice described in clause (e) above from the Administrative Agent, each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share of such L/C Reimbursement Obligation. If any Revolving Credit Lender is a Non-Funding Lender, that Non-Funding Lender’s L/C Reimbursement Obligations shall be reallocated to and assumed by the other Revolving Credit Lenders pro rata in accordance with their Pro Rata Share of the Revolving Credit Loan (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Revolving Credit Lender’s Pro Rata Share had been increased proportionately). If any Revolving Credit Lender is a Non-Funding Lender, upon receipt of the notice described in clause (e) above from the Administrative Agent, each Revolving Credit Lender that is not a Non-Funding Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share (increased as described above) of the L/C Reimbursement Obligations that from time to time remain outstanding; provided that no Revolving Credit Lender shall be required to fund any amount which would result in the sum of its outstanding Revolving Credit Loans, outstanding L/C Reimbursement Obligations, amounts of its participation in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans (each as increased as described in Section 2.3(c)) to exceed its Revolving Credit Commitment. By making such payment (other than during the continuation of an Event of Default under Section 9.1(e))), such Lender shall be deemed to have made a Revolving Credit Loan to the Borrowers, which, upon receipt thereof by 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 L/C 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 any Lender pursuant to this clause (f) with respect to any portion of any L/C Reimbursement Obligation, such L/C Issuer shall promptly pay over to such Lender all payments received by such L/C Issuer with respect to such portion of such L/C Reimbursement Obligation.

Reimbursement Obligations of the Revolving Credit Lenders. If no Lender is a Non-Funding Lender (or if the only Non-Funding Lender is the L/C Issuer that issued such Letter of Credit), upon receipt of the notice described in clause (v) above from Agent, each Lender shall pay to Agent for the account of such L/C Issuer its Commitment Percentage of such Letter of Credit Obligations. If any Lender (other than the Lender that is the L/C Issuer that issued such Letter of Credit) is a Non-Funding Lender, that Non-Funding Lender’s Letter of Credit Obligations shall be reallocated to and assumed by the other Lenders pro rata in accordance with their Commitment Percentages of the Revolving Credit Loan (calculated as if the Non-Funding Lender’s Commitment Percentage was reduced to zero and each other Lender’s Commitment Percentage had been increased proportionately). If any Lender (other than the Lender that is the L/C Issuer that issued such Letter of Credit) is a Non-Funding Lender, upon receipt of the notice described in clause (ev) above from the Administrative Agent, each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share of such L/C Reimbursement Obligation. If any Revolving Credit Lender is a Non-Funding Lender, that Non-Funding Lender’s L/C Reimbursement Obligations shall be reallocated to and assumed by the other Revolving Credit Lenders pro rata in accordance with their Pro Rata Share of the Revolving Credit Loan (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Revolving Credit Lender’s Pro Rata Share had been increased proportionately). If any Revolving Credit Lender is a Non-Funding Lender, upon receipt of the notice described in clause (e) above from the Administrative Agent, each Revolving Credit Lender that is not a Non-Funding Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share pro-rata share (increased as described above) of the L/C Reimbursement Letter of Credit Obligations that from time to time remain outstandingoutstanding (the aggregate amount required to be funded pursuant to this sentence by such Lenders that are not Non-Funding Lenders in excess of the amount such Lenders would have otherwise been required to fund in accordance with the first sentence of this clause (vi) in the event there were no Non-Funding Lenders is referred to as the “Aggregate Excess Funding Amount”); provided that no Revolving Credit Lender shall be required to fund any amount which would result in the sum of its outstanding Revolving Credit Loans, outstanding L/C Reimbursement Letter of Credit Obligations, amounts of its participation participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans (each as increased as described in Section 2.3(c)) to exceed its Revolving Credit Loan Commitment. By making such payment (other than during the continuation of an Event of Default under Section 9.1(e)subsection 7.1(f) or 7.1(g)), such Lender shall be deemed to have made a Revolving Credit Loan to the BorrowersBorrower, which, upon receipt thereof by such L/C Issuer, the Borrowers Borrower 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 L/C 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 any Lender pursuant to this clause (fvi) with respect to any portion of any L/C Reimbursement Obligation, such L/C Issuer shall promptly pay over to such Lender all duplicate payments received from Persons other than Lenders making payment on behalf of a Credit Party by such L/C Issuer with respect to such portion of such L/C Reimbursement Obligation.

Reimbursement Obligations of the Revolving Credit Lenders. If no Revolving Credit Lender is a Non-Funding Lender, upon receipt of the notice described in clause (e) above from the Administrative Agent, each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share of such L/C Reimbursement Obligation. If any Revolving Credit Lender is a Non-Funding Lender, that Non-Funding Lender’s L/C Reimbursement Obligations shall be reallocated to and assumed by the other Revolving Credit Lenders pro rata in accordance with their Pro Rata Share of the Revolving Credit Loan (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Revolving Credit Lender’s Pro Rata Share had been increased proportionately). If any Revolving Credit Lender is a Non-Funding Lender, upon receipt of the notice described in clause (e) above from the Administrative Agent, each Revolving Credit Lender that is not a Non-Funding Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share (increased as described above) of the L/C Reimbursement Obligations that from time to time remain outstanding; provided that no Revolving Credit Lender shall be required to fund any amount which would result in the sum of its outstanding Revolving Credit Loans, outstanding L/C Reimbursement Obligations, amounts of its participation in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans (each as increased as described in Section 2.3(c)) to exceed its Revolving Credit Commitment. By making such payment (other than during the continuation of an Event of Default under Section 9.1(e))), such Lender shall be deemed to have made a Revolving Credit Loan to the BorrowersBorrower, which, upon receipt thereof by such L/C Issuer, the Borrowers Borrower 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 L/C 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 any Lender pursuant to this clause (f) with respect to any portion of any L/C Reimbursement Obligation, such L/C Issuer shall promptly pay over to such Lender all payments received by such L/C Issuer with respect to such portion of such L/C Reimbursement Obligation.

Reimbursement Obligations of the Revolving Credit Lenders. If no Revolving Credit Lender is a Non-Funding Lender, upon Upon receipt of the notice described in clause (ev) above from the Administrative Agent, each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share Commitment Percentage of such L/C Reimbursement Obligation. If any Revolving Credit Lender is a Non-Funding Lender, that Non-Funding Lender’s L/C Reimbursement Obligations shall be reallocated to and assumed by the other Revolving Credit Lenders pro rata in accordance with their Pro Rata Share of the Revolving Credit Loan (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Revolving Credit Lender’s Pro Rata Share had been increased proportionately). If any Revolving Credit Lender is a Non-Funding Lender, upon receipt of the notice described in clause (e) above from the Administrative Agent, each Revolving Credit Lender that is not a Non-Funding Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share (increased as described above) of the L/C Reimbursement Obligations that from time to time remain outstanding; provided that no Revolving Credit Lender shall be required to fund any amount which would result in the sum of its outstanding Revolving Credit Loans, outstanding L/C Reimbursement Obligations, amounts of its participation in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans (each as increased as described in Section 2.3(c)) to exceed its Revolving Credit Commitment. By making such payment (other than during the continuation of an Event of Default under Section 9.1(e)subsection 7.1(f) or 7.1(g)), such Lender shall be deemed to have made a Revolving Credit Loan to the BorrowersBorrower, which, upon receipt thereof by such L/C Issuer, the Borrowers Borrower 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 L/C 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 any Lender pursuant to this clause (fvi) with respect to any portion of any L/C Reimbursement Obligation, such L/C Issuer shall promptly pay over to the Agent, for the benefit of such Lender Lender, all payments amounts received by such L/C Issuer with respect (or to the extent such portion amounts shall have been received by the Agent for the benefit of such L/C Reimbursement ObligationIssuer, the Agent shall promptly pay to such Lender all amounts received by the Agent for the benefit of such L/C Issuer) with respect to such portion.

Reimbursement Obligations of the Revolving Credit Lenders. If no Revolving Credit Lender any L/C Reimbursement Obligation is a Non-Funding Lendernot repaid by the Borrowers when due (or any payment thereof is rescinded or set aside for any reason), L/C Issuer shall promptly notify Administrative Agent of such failure or rescission (and, upon receipt of the notice described in clause (e) above from the such notice, Administrative AgentAgent shall notify each Revolving Lender). Upon receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share such Revolving Lender’s Applicable Percentage of such L/C Reimbursement Obligation. If any Revolving Letter of Credit Lender is a Non-Funding Lender, that Non-Funding Lender’s L/C Reimbursement Obligations shall (as such amount may be reallocated increased pursuant to and assumed by the other Revolving Credit Lenders pro rata in accordance with their Pro Rata Share of the Revolving Credit Loan (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Revolving Credit Lender’s Pro Rata Share had been increased proportionatelySection 2.11(a)(ii). If any Revolving Credit Lender is a Non-Funding Lender, upon receipt of the notice described in clause (e) above from the Administrative Agent, each Revolving Credit Lender that is not a Non-Funding Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share (increased as described above) of the L/C Reimbursement Obligations that from time to time remain outstanding; provided that no Revolving Credit Lender shall be required to fund any amount which would result in the sum of its outstanding Revolving Credit Loans, outstanding L/C Reimbursement Obligations, amounts of its participation in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans (each as increased as described in Section 2.3(c)) to exceed its Revolving Credit Commitment. By making any such payment (other than during the continuation of an Event of Default under Section 9.1(e)8.01(f)), such Revolving Lender shall be deemed to have made a Revolving Credit Loan to the Borrowers, which, upon receipt thereof by Administrative Agent for the benefit of such L/C Issuer, the Borrowers shall be deemed to have used in whole full to repay such L/C Reimbursement Obligation. Any such payment that is not deemed a Revolving Loan shall be deemed a funding by such Revolving Lender of its participation in the applicable Letter of Credit and the L/C 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 such payment from any Lender pursuant to this clause (f) with respect to any portion of any L/C Reimbursement ObligationRevolving Lender, such L/C Issuer shall promptly pay over to Administrative Agent, for the benefit of such Lender Revolving Lender, such Revolving Lender’s pro rata portion of all payments of L/C Reimbursement Obligations thereafter received by such L/C Issuer with respect (or to the extent received by Administrative Agent, Administrative Agent shall promptly pay to such portion Revolving Lender all such payments received by Administrative Agent for the benefit of such L/C Reimbursement ObligationIssuer).

Reimbursement Obligations of the Revolving Credit Lenders. If no Revolving Credit Lender any L/C Reimbursement Obligation is a Non-Funding Lendernot repaid by Borrowers when due (or any payment thereof is rescinded or set aside for any reason), such L/C Issuer shall promptly notify Agent of such failure or rescission (and, upon receipt of the notice described in clause (e) above from the Administrative Agentsuch notice, Agent shall notify each Revolving Lender). Upon receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share such Revolving Lender’s Commitment Percentage of such L/C Reimbursement Obligation. If any Revolving Letter of Credit Lender is a Non-Funding Lender, that Non-Funding Lender’s L/C Reimbursement Obligations shall (as such amount may be reallocated increased pursuant to and assumed by the other Revolving Credit Lenders pro rata in accordance with their Pro Rata Share of the Revolving Credit Loan (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Revolving Credit Lender’s Pro Rata Share had been increased proportionatelySection 1.18(b). If any Revolving Credit Lender is a Non-Funding Lender, upon receipt of the notice described in clause (e) above from the Administrative Agent, each Revolving Credit Lender that is not a Non-Funding Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share (increased as described above) of the L/C Reimbursement Obligations that from time to time remain outstanding; provided that no Revolving Credit Lender shall be required to fund any amount which would result in the sum of its outstanding Revolving Credit Loans, outstanding L/C Reimbursement Obligations, amounts of its participation in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans (each as increased as described in Section 2.3(c)) to exceed its Revolving Credit Commitment. By making any such payment (other than during the continuation of an Event of Default under Section 9.1(e)8.01(f) or (g)), such Lender shall be deemed to have made a Revolving Credit 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 full 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 L/C 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 such payment from any Lender pursuant to this clause (f) with respect to any portion of any L/C Reimbursement ObligationLender, such L/C Issuer shall promptly pay over to Agent, for the benefit of such Lender Lender, such Lender’s pro rata portion of all payments of L/C Reimbursement Obligations thereafter received by such L/C Issuer with respect (or to the extent received by Agent, Agent shall promptly pay to such portion Lender all such payments received by Agent for the benefit of such L/C Reimbursement ObligationIssuer).

Reimbursement Obligations of the Revolving Credit Lenders. If no Revolving Lender is a Non-Funding Lender (or if the only Non-Funding Lender is the L/C Issuer that issued such Letter of Credit), upon receipt of the notice described in clause (vi) above from Administrative Agent, each Revolving Lender shall pay to Administrative Agent for the account of such L/C Issuer its Commitment Percentage of such Letter of Credit Obligations. If any Revolving Lender (other than the Revolving Lender that is the L/C Issuer that issued such Letter of Credit) is a Non-Funding Lender, that Non-Funding Lender’s Letter of Credit Obligations shall be reallocated to and assumed by the other Revolving Lenders pro rata in accordance with their Commitment Percentages of the Revolving Loan (calculated as if the Non-Funding Lender’s Commitment Percentage was reduced to zero and each other Revolving Lender’s Commitment Percentage had been increased proportionately). If any Revolving Lender (other than the Revolving Lender that is the L/C Issuer that issued such Letter of Credit) is a Non-Funding Lender, upon receipt of the notice described in clause (evi) above from the Administrative Agent, each Revolving Credit Lender that is not a Non-Funding Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share of such L/C Reimbursement Obligation. If any Revolving Credit Lender is a Nonpro-Funding Lender, that Non-Funding Lender’s L/C Reimbursement Obligations shall be reallocated to and assumed by the other Revolving Credit Lenders pro rata in accordance with their Pro Rata Share of the Revolving Credit Loan (calculated as if the Non-Funding Lender’s Pro Rata Share was reduced to zero and each other Revolving Credit Lender’s Pro Rata Share had been increased proportionately). If any Revolving Credit Lender is a Non-Funding Lender, upon receipt of the notice described in clause (e) above from the Administrative Agent, each Revolving Credit Lender that is not a Non-Funding Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share share (increased as described above) of the L/C Reimbursement Letter of Credit Obligations that from time to time remain outstandingoutstanding (the aggregate amount required to be funded pursuant to this sentence by such Revolving Lenders that are not Non-Funding Lenders in excess of the amount such Revolving Lenders would have otherwise been required to fund in accordance with the first sentence of this clause (vii) in the event there were no Non-Funding Lenders is referred to as the “Aggregate Excess Funding Amount”); provided that no Revolving Credit Lender shall be required to fund any amount which would result in the sum of its outstanding Revolving Credit Loans, outstanding L/C Reimbursement Letter of Credit Obligations, amounts of its participation participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans (each as increased as described in Section 2.3(c)) to exceed its Revolving Credit Loan Commitment. By making such payment (other than during the continuation of an Event of Default under Section 9.1(e)subsection 7.1(f) or 7.1(g)), such Lender shall be deemed to have made a Revolving Credit Loan to the BorrowersApplicable Borrower, which, upon receipt thereof by such L/C Issuer, the Borrowers such Borrower 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 L/C 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 any Lender pursuant to this clause (fvii) with respect to any portion of any L/C Reimbursement Obligation, such L/C Issuer shall promptly pay over to such Lender all duplicate payments received from Persons other than Lenders making payment on behalf of a Credit Party by such L/C Issuer with respect to such portion of such L/C Reimbursement Obligation.