Common use of Reimbursement; Participations Clause in Contracts

Reimbursement; Participations. (i) On the date that LC Issuer honors any draw under a Letter of Credit (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account of such draw, together with interest from the Reimbursement Date until paid by Borrowers (at the interest rate prescribed therefor in clause (v) below). The obligation of Borrowers to reimburse LC Issuer for any draw made under a Letter of Credit is absolute, unconditional, and irrevocable, and Borrowers shall make such reimbursement without regard to any lack of validity or enforceability of such Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception or other right Borrowers may have at any time against the beneficiary of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligations, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Loans in an amount necessary to pay the amounts due to LC Issuer on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), and each Lender shall fund its Pro Rata Share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, or exception, and regardless of whether the Revolving Commitments have terminated, an Over Advance exists or any condition precedent to the making of Loans has not been satisfied.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrowers shall pay to Issuing Bank, (each such date, a i) on the same day (“Reimbursement Date”), Borrowers shall reimburse LC Issuer on if Issuing Bank has given Borrower Agent not less than one (1) Business Day’s prior notice of such date payment under a Letter of Credit, otherwise (ii) one (1) Business Day after Issuing Bank gives notice to Borrower Agent of the amount paid by LC Issuer on account Issuing Bank under such Letter of such draw, Credit; together with interest at the interest rate for Base Rate Revolver Loans from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrowers. The obligation of Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. Unless the Borrower Agent shall have notified the Agent and Issuing Bank prior to 2:00 p.m. (New York City time) on the Reimbursement Date that Borrower Agent intends to reimburse the Issuing Bank with funds other than the proceeds of such Letter Loans, then whether or not Borrower Agent submits a Notice of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationsBorrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Revolver Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such any date that payment is due from the Credit Parties (regardless as set forth in the first sentence of whether Borrower Representative submits a Notice of Borrowing thereforthis clause (a), ) and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance exists the aggregate Revolver Loans exceed the Borrowing Base before or any condition precedent to after such Borrowing, or the making of Loans has not been conditions in Section 6 are satisfied.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrowers shall pay to Issuing Bank, on the same day (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer Issuing Bank under such Letter of Credit and if Borrowers fail to pay such amount on account of such drawday, together with Borrowers shall also pay interest in such amount at the interest rate for Base Rate Revolver Loans from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrowers. The obligation of Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Borrowing, if Borrowers do not, on the Reimbursement Date, pay Issuing Bank the amount paid under the Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligations, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Revolver Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been conditions in Section 6 are satisfied.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrowers shall pay to Issuing Bank, on the same day (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer Issuing Bank under such Letter of Credit and if Borrowers fail to pay such amount on account of such drawday, together with Borrowers shall also pay interest in such amount at the interest rate for Base Rate Revolver Loans from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrowers. The obligation of Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Borrowing, if Borrowers do not, on the Reimbursement Date, pay Issuing Bank the amount paid under the Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligations, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Revolver Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, deemed Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been conditions in Section 6 are satisfied.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrowers shall pay to Issuing Bank (each x) by 11:00 a.m. on the same day if the applicable Borrower receives notice of such datepayment from the Issuing Bank not later than 9:00 a.m. on the date such Issuing Bank honors such request for payment or (y) by 11:00 a.m. on the Business Day immediately following the date on which the Borrower receives such notice from the Issuing Bank, a if received later than 9:00 a.m. on the date of notice (“Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer Issuing Bank under such Letter of Credit (the “Draw Amount”). If any Draw Amount is not paid on account of such draw, together with interest from the Reimbursement Date until paid by Borrowers thereof, whether or not Borrower Agent submits a Notice of Borrowing (at the interest rate prescribed therefor in clause (v) below). The obligation of Borrowers to reimburse LC Issuer for any draw made under a Letter of Credit is absolute, unconditional, and irrevocable, and Borrowers shall make such reimbursement without regard to any lack required minimum amounts of validity or enforceability of such Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception or other right Borrowers may have at any time against the beneficiary of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationsBorrowing), Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Loans in an amount necessary equal to pay the amounts due to LC Issuer such Draw Amount on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied. The obligation of Borrowers to reimburse Issuing Bank for any condition precedent payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid under any and all circumstances whatsoever, including: (i) any lack of validity, enforceability, or legal effect of any Letter of Credit or this Agreement or any term or provision therein or herein; (ii) payment against presentation of any draft, demand or claim for payment under any Drawing Document which proves to be fraudulent, forged, or invalid in any respect or any statement therein being untrue or inaccurate in any respect, or which is signed, issued or presented by a Person or a transferee of such Person purporting to be a successor or transferee of the beneficiary of such Letter of Credit; (iii) Issuing Bank or any of its branches or affiliates being the beneficiary of any Letter of Credit; (iv) Issuing Bank or any correspondent honoring a drawing against a Drawing Document up to the making amount available under any Letter of Loans has Credit even if such Drawing Document claims an amount in excess of the amount available under the Letter of Credit; (v) the existence of any claim, set-off, defense or other right that any Borrower or any of its Subsidiaries may have at any time against any beneficiary, any assignee of proceeds, Issuing Bank or any other Person; (vi) any other event, circumstance or conduct whatsoever, whether or not been satisfiedsimilar to any of the foregoing that might, but for this Section 2.2.2(a), constitute a legal or equitable defense to or discharge of, or provide a right of set-off against, any Borrower’s or any of its Subsidiaries’ reimbursement and other payment obligations and liabilities, arising under, or in connection with, any Letter of Credit, whether against Issuing Bank, the beneficiary or any other Person; or (vii) the fact that any Default or Event of Default shall have occurred and be continuing.

Reimbursement; Participations. (i) On If the date that LC Issuer Issuing Bank honors any draw request for payment under a Letter of Credit Credit, the Borrowers shall pay to the Issuing Bank, within one Business Day following receipt by the Lead Borrower of notice from the relevant Issuing Bank if such notice is received by 10:00 a.m. Local Time (each and if such datenotice is not received by such time, a then within two Business Days following receipt of such notice) (“Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account the Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for ABR Loans from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrowers. The obligation of the Borrowers to reimburse LC Issuer the Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and, subject to Section 2.05(a)(v), shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that the Borrowers may have at any time against the beneficiary of such beneficiary. Unless the Lead Borrower notifies the Administrative Agent that it intends to reimburse the Issuing Bank for a drawing under a Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationswhether or not Lead Borrower submits a Borrowing Request, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving ABR Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Revolver Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Revolver Commitments have terminated, an Over Advance Overadvance exists or any condition precedent is created thereby, or the conditions in Section 4.02 are satisfied. Upon the issuance of a Standby Letter of Credit, each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased from the Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all Standby LC Obligations relating to the making Standby Letter of Loans has Credit. If the Issuing Bank makes any payment under a Standby Letter of Credit and the Borrowers do not been satisfiedreimburse such payment on the Reimbursement Date, the Administrative Agent shall promptly notify the Revolver Lenders and each Revolver Lender shall promptly (within one Business Day) and unconditionally pay to the Administrative Agent, for the benefit of the Issuing Bank, the Revolver Lender’s Pro Rata share of such payment which is not so reimbursed.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrowers shall pay to Issuing Bank, on the same day (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer Issuing Bank under such Letter of Credit and, to the extent not paid by Borrowers on account of the Reimbursement Date, such draw, together with amount shall automatically be converted to a Revolver Loan and accrue interest at the Adjusted Base Rate plus the Applicable Margin from the Reimbursement Date until paid by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrowers. The obligation of Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationsBorrowing, Borrowers shall be deemed to have requested a Borrowing of Adjusted Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Revolver Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent is created thereby, or the conditions in Section 6 are satisfied. Without limitation of Section 5.11, each Borrower agrees that it is jointly and severally liable with respect to each Letter of Credit issued (or deemed issued) hereunder (together with all LC Obligations and all associated fees, charges, and indemnities associated with such Letter of Credit), to the making same extent as it would have been liable had such Letter of Loans has not Credit been satisfiedissued (or deemed issued) for its own account.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, the Requesting Borrower shall pay to Issuing Bank, on the same day (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Revolver Loans related to the currency denominating such Letter of Credit from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Requesting Borrower. The obligation of Dutch Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Dutch Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Dutch Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right Borrowers that any Dutch Obligor may have at any time against the beneficiary beneficiary. The obligation of such U.S. Borrowers to reimburse Issuing Bank for any payment made under a U.S. Letter of CreditCredit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any U.S. Letter of Credit or the existence of any claim, setoff, defense or other right that any U.S. Obligor may have at any time against the beneficiary. On each Reimbursement DateWhether or not Borrower Agent submits a Notice of Borrowing, to facilitate their foregoing reimbursement obligations, Borrowers Requesting Borrower shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Revolver Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Dutch Lender and U.S. Lender, as applicable, shall fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving applicable Revolver Commitments have terminated, an Over Advance applicable Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been conditions in Section 6 are satisfied.

Reimbursement; Participations. (ia) On If the date that LC Issuer Issuing Bank honors any draw request for payment under a U.S. Letter of Credit Credit, the U.S. Borrowers shall pay to the Issuing Bank, by 2:00 p.m. (each New York time) (or such datelater time as the Agent may agree) within one Business Day following receipt by the Lead Borrower, a of notice from the relevant Issuing Bank (the “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account the Issuing Bank under such U.S. Letter of such drawCredit, together with interest at the interest rate for U.S. Base Rate Loans from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)U.S. Borrowers. The obligation of the U.S. Borrowers to reimburse LC Issuer the Issuing Bank for any draw payment made under a U.S. Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and, subject to Section 2.2.1(e), shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any U.S. Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that the Borrowers may have at any time against the beneficiary of such beneficiary. Unless the Lead Borrower notifies the Agent that it intends to reimburse the Issuing Bank for a drawing under a U.S. Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationswhether or not the Lead Borrower submits a Notice of Borrowing, Borrowers the Lead Borrower shall be deemed to have requested a Borrowing of U.S. Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Loans in Dollars in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Applicable Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Revolver Commitments have terminated, an Over Advance a U.S. Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been conditions in Section 6.2 are satisfied.

Reimbursement; Participations. (i) On If the date that LC Issuer Issuing Bank honors any draw request for payment under a Letter of Credit Credit, the Borrowers shall pay to the Issuing Bank, by 2:00 p.m. (each New York time) (or such date, a later time as the Administrative Agent may agree) within one Business Day following receipt by the Lead Borrower of notice from the relevant Issuing Bank (“Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account the Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for ABR Loans from the Reimbursement Date until paid payment by Borrowers the Borrowers. In the case of a Letter of Credit denominated in an Alternative LC Currency, the Lead Borrower shall reimburse the Issuing Bank in such Alternative LC Currency, unless (A) the Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the interest rate prescribed therefor absence of any such requirement for reimbursement in clause (v) below)Dollars, the Lead Borrower shall have notified the Issuing Bank promptly following receipt of the notice of drawing that the Lead Borrower will reimburse the Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative LC Currency, the Issuing Bank shall notify the Lead Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. The obligation of the Borrowers to reimburse LC Issuer the Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and, subject to Section 2.05(a)(v), shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that the Borrowers may have at any time against the beneficiary of such beneficiary. Unless the Lead Borrower notifies the Administrative Agent that it intends to reimburse the Issuing Bank for a drawing under a Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationswhether or not Lead Borrower submits a Borrowing Request, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving ABR Loans in an amount necessary to pay all amounts (expressed in Dollars in the amounts amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative LC Currency) due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Revolver Commitments have terminated, an Over Advance Overadvance exists or any condition precedent is created thereby, or the conditions in Section 4.02 are satisfied. Upon the issuance of a Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from the Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the making Letter of Loans has Credit. If the Issuing Bank makes any payment under a Letter of Credit and the Borrowers do not been satisfiedreimburse such payment on the Reimbursement Date, the Administrative Agent shall promptly notify the Lenders and each Lender shall promptly (within one Business Day) and unconditionally pay to the Administrative Agent, for the benefit of the Issuing Bank, the Lender’s Pro Rata share of such payment, expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative LC Currency.

Reimbursement; Participations. (i) On the date that If any Issuing Bank shall make any LC Issuer honors any draw Disbursement under a Letter of Credit Credit, the Borrower shall pay to such Issuing Bank, by 1:00 p.m. (each Local Time) (or such date, a later time as the Administrative Agent may agree) within one Business Day following receipt by the Borrower of notice from the relevant Issuing Bank (“Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account such Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Revolving Loans that are Base Rate Loans from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrower. The obligation of Borrowers the Borrower to reimburse LC Issuer the applicable Issuing Bank for any draw made under a Letter of Credit is LC Disbursement shall be absolute, unconditional, and irrevocableirrevocable and, and Borrowers subject to Section 2.05(d)(v), shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right Borrowers that the Borrower may have at any time against the beneficiary of such beneficiary. Unless the Borrower notifies the Administrative Agent that it intends to reimburse the applicable Issuing Bank for a drawing under a Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationswhether or not the Borrower submits a Request for Credit Extension, Borrowers the Borrower shall be deemed to have requested a Borrowing of Revolving Loans that are Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Loans in an amount necessary to pay the all amounts due to LC Issuer the applicable Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Revolving Lender shall agrees to fund its Pro Rata Share Revolving Facility Percentage of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been conditions in Section 4.02 are satisfied.

Reimbursement; Participations. (i) On the date that LC Issuer Agent honors any draw under a Letter of Credit (each such date, a “Reimbursement Date”), Borrowers Borrower shall reimburse LC Issuer on such date Agent the amount paid by LC Issuer Agent on account of such draw, together with interest from the Reimbursement Date until paid by Borrowers Borrower (at the interest rate prescribed therefor in clause (v) belowfor Prime Loans). The obligation of Borrowers Borrower to reimburse LC Issuer Agent for any draw made under a Letter of Credit is absolute, unconditional, and irrevocable, and Borrowers Borrower shall make such reimbursement without regard to any lack of validity or enforceability of such Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception or other right Borrowers Borrower may have at any time against the beneficiary of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligations, Borrowers Borrower shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Loans Prime Loan in an amount necessary to pay the amounts due to LC Issuer Agent on such date for such draw (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), and each Lender Bank shall fund its Pro Rata Share of such Borrowing, without claimoffset, counterclaim, right of setoff, charge back, discount, defense, qualification, or exception, other defense and regardless of whether the Revolving Commitments have terminated, an Over Advance exists the Working Capital Obligations would exceed the Borrowing Base, or any condition precedent to the making of Loans has not been satisfied.

Reimbursement; Participations. (i) On If the date that LC Issuer Issuing Bank honors any draw request for payment under a Letter of Credit Credit, the Borrower shall pay to the Issuing Bank, by 1:00 p.m. (each Local Time) (or such date, a later time as the Administrative Agent may agree) within one Business Day following receipt by the Borrower of notice from the relevant Issuing Bank (“Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account the Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for CBFR Loans from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrower. The obligation of Borrowers the Borrower to reimburse LC Issuer the Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocableirrevocable and, and Borrowers subject to Section 2.04(a)(v), shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right Borrowers that the Borrower may have at any time against the beneficiary of such beneficiary. Unless the Borrower notifies the Administrative Agent that it intends to reimburse the Issuing Bank for a drawing under a Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationswhether or not the Borrower submits a Borrowing Request, Borrowers the Borrower shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving CBFR Loans in an amount necessary to pay the all amounts due to LC Issuer the Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Revolver Commitments have terminated, an Over Advance Overadvance exists or any condition precedent is created thereby, or the conditions in Section 4.02 are satisfied. Upon the issuance of a Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from the Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the making Letter of Loans has Credit. If the Issuing Bank makes any payment under a Letter of Credit and the Borrower does not been satisfiedreimburse such payment on the Reimbursement Date, the Administrative Agent shall promptly notify the Lenders and each Lender shall promptly (within one Business Day) and unconditionally pay to the Administrative Agent, for the benefit of the Issuing Bank, the Lender’s Pro Rata share of such payment.

Reimbursement; Participations. (i) On the date that LC Issuer honors any draw under a Letter of Credit (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account of such draw, together with interest from the Reimbursement Date until paid by Borrowers (at the interest rate prescribed therefor in clause (v) belowfor Base Rate Loans). The obligation of Borrowers to reimburse LC Issuer for any draw made under a Letter of Credit is absolute, unconditional, and irrevocable, and Borrowers shall make such reimbursement without regard to any lack of validity or enforceability of such Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception or other right Borrowers may have at any time against the beneficiary of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligations, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Loans in an amount necessary to pay the amounts due to LC Issuer on such date (regardless of whether Borrower Representative Agent submits a Notice of Borrowing therefor), and each Lender shall fund its Pro Rata Share of such Borrowing, without claim, counterclaim, right of setoff, charge backcounterclaim, discount, defense, qualification, charge back or exception, other defense and regardless of whether the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to the making of Loans has not been satisfied.

Reimbursement; Participations. (i) On If the date that LC Issuer Issuing Bank honors any draw request for payment under a Letter of Credit Credit, the Borrower shall pay to the Issuing Bank, by 1:00 p.m. (each Local Time) (or such date, a later time as the Administrative Agent may agree) within one Business Day following receipt by the Borrower of notice from the relevant Issuing Bank (“Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account the Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for CBFR Loans from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrower. The obligation of Borrowers the Borrower to reimburse LC Issuer the Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocableirrevocable and, and Borrowers subject to Section 2.05(a)(v), shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right Borrowers that the Borrower may have at any time against the beneficiary of such beneficiary. Unless the Borrower notifies the Administrative Agent that it intends to reimburse the Issuing Bank for a drawing under a Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationswhether or not the Borrower submits a Borrowing Request, Borrowers the Borrower shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving CBFR Loans in an amount necessary to pay the all amounts due to LC Issuer the Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Revolver Commitments have terminated, an Over Advance Overadvance exists or any condition precedent is created thereby, or the conditions in Section 4.02 are satisfied. Upon the issuance of a Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from the Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the making Letter of Loans has Credit. If the Issuing Bank makes any payment under a Letter of Credit and the Borrower does not been satisfiedreimburse such payment on the Reimbursement Date, the Administrative Agent shall promptly notify the Lenders and each Lender shall promptly (within one Business Day) and unconditionally pay to the Administrative Agent, for the benefit of the Issuing Bank, the Lender’s Pro Rata share of such payment.

Reimbursement; Participations. (i) On If the date that LC Issuer Issuing Bank honors any draw request for payment under a U.S. Letter of Credit Credit, the U.S. Borrowers shall pay to the Issuing Bank, by 2:00 p.m. (each New York time) (or such date, a later time as the Administrative Agent may agree) within one Business Day following receipt by the Lead Borrower of notice from the relevant Issuing Bank (“Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account the Issuing Bank under such U.S. Letter of such drawCredit, together with interest at the interest rate for ABR Loans or European Base Rate Loans, as applicable, from the Reimbursement Date until paid payment by Borrowers the U.S. Borrowers. In the case of a U.S. Letter of Credit denominated in an Alternative LC Currency, the Lead Borrower shall reimburse the Issuing Bank in such Alternative LC Currency, unless (A) the Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the interest rate prescribed therefor absence of any such requirement for reimbursement in clause (v) below)Dollars, the Lead Borrower shall have notified the Issuing Bank promptly following receipt of the notice of drawing that the Lead Borrower will reimburse the Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a U.S. Letter of Credit denominated in an Alternative LC Currency, the Issuing Bank shall notify the Lead Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. The obligation of the U.S. Borrowers to reimburse LC Issuer the Issuing Bank for any draw payment made under a U.S. Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and, subject to Section 2.05(a)(v), shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any U.S. Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that the U.S. Borrowers may have at any time against the beneficiary of such beneficiary. Unless the Lead Borrower notifies the Administrative Agent that it intends to reimburse the Issuing Bank for a drawing under a U.S. Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationswhether or not Lead Borrower submits a Borrowing Request, U.S. Borrowers shall be deemed to have requested a Borrowing of ABR Loans or European Base Rate Revolving Loans orLoans, as applicable, LIBOR Index Rate Revolving Loans in an amount necessary to pay all amounts (expressed in Dollars in the amounts amount of the Dollar Equivalent thereof in the case of a U.S. Letter of Credit denominated in an Alternative LC Currency) due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall under the U.S. Tranche agrees to fund its Pro Rata Share Percentage of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Revolver Commitments have terminated, an Over Advance a U.S. Overadvance exists or any condition precedent is created thereby, or the conditions in Section 4.02 are satisfied. Upon the issuance of a U.S. Letter of Credit, each Lender under the U.S. Tranche shall be deemed to have irrevocably and unconditionally purchased from the Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the making U.S. Letter of Loans has Credit. If the Issuing Bank makes any payment under a U.S. Letter of Credit and the Borrowers do not been satisfiedreimburse such payment on the Reimbursement Date, the Administrative Agent shall promptly notify the Lenders under the U.S. Tranche and each such Lender shall promptly (within one Business Day) and unconditionally pay to the Administrative Agent, for the benefit of the Issuing Bank, such Lender’s Pro Rata Percentage of such payment, expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative LC Currency.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrowers shall pay to Issuing Bank, (each i) within one Business Day of the date of such datedrawing or disbursement if the Issuing Bank provides notice to the Borrower Agent of such drawing or disbursement prior to 11:00 a.m. (Central time) on such prior Business Day after the date of such drawing or disbursement or (ii) if such notice is received after such time, a on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable, the “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Base Rate Loans from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrowers. The obligation of Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationsBorrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been conditions in Section 6 are satisfied.

Reimbursement; Participations. (ia) On the date that LC Issuer If any Issuing Bank honors any draw request for payment under a Letter of Credit (each such date, a “Reimbursement Date”)Credit, Borrowers shall reimburse LC Issuer pay to such Issuing Bank, on such date the same day ("Reimbursement Date"), the amount paid by LC Issuer on account such Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Base Rate Revolver Loans from the Reimbursement Date until paid payment by Borrowers (at no matter when such Issuing Bank shall give notice of such honor and the interest rate prescribed therefor amount thereof to Borrower Agent); provided, however, that such Issuing Bank shall give notice of such honor and the amount thereof to Borrower Agent in clause (v) below)accordance with such Issuing Bank's standard procedures and such payment by Borrowers shall not be due until the date on which such notice is given to Borrower Agent or, if such notice is given after 2:00 p.m., on the Business Day immediately succeeding such date on which such notice is given. The obligation of Borrowers to reimburse LC Issuer such Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, irrevocable and irrevocablejoint and several, and Borrowers shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. If Borrowers fail to so reimburse such Issuing Bank in an amount equal to the amount of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationspayment made by such Issuing Bank (the "Unreimbursed Amount"), Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Revolver Loans in an amount necessary to pay the Unreimbursed Amount and all interest accrued thereon and all other amounts due to LC Issuer on such date (regardless Issuing Bank in respect of whether Borrower Representative submits a Notice such Letter of Borrowing therefor), Credit and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to is created thereby or the making of Loans has not been conditions in Section 6 are satisfied.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrowers shall pay to Issuing Bank, in Dollars on the same day (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Base Rate Revolver Loans from the Reimbursement Date until paid payment by Borrowers (at no matter when Issuing Bank shall give notice of such honor and the interest rate prescribed therefor amount thereof to Borrower Agent); provided, however, that Issuing Bank shall give notice of such honor and the amount thereof to Borrower Agent in clause (v) below)accordance with Issuing Bank’s standard procedures and such payment by Borrower shall not be due until the date on which such notice is given to Borrower Agent or, if such notice is given after 2:00 p.m., on the Business Day immediately succeeding such date on which such notice is given. The obligation of Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationsBorrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Revolver Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been conditions in Section 6 are satisfied.

Reimbursement; Participations. (ia) On the date that LC Issuer If U.K. Issuing Bank honors any draw request for payment under a U.K. Letter of Credit Credit, the U.K. Borrower shall pay to U.K. Issuing Bank, on the same day (each such date, a “U.K. Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account U.K. Issuing Bank under such U.K. Letter of such drawCredit in the same currency in which the Letter of Credit was denominated unless otherwise specified by Agent or U.K. Issuing Bank (at their respective option) that it requires payment in Dollars, British Pounds or Euros calculated at the Spot Rate, together with interest from the Reimbursement Date until paid by Borrowers (at the interest rate prescribed therefor in clause (v) below)for U.K. Base Rate Loans from the U.K. Reimbursement Date until payment by the U.K. Borrower. The obligation of Borrowers the U.K. Borrower to reimburse LC Issuer U.K. Issuing Bank for any draw payment made under a U.K. Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any U.K. Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right Borrowers that the U.K. Borrower may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Letter of Credit. On each Reimbursement DateBorrowing, to facilitate their foregoing reimbursement obligations, Borrowers the U.K. Borrower shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, a LIBOR Index Rate Revolving Loans Revolver Loan (the initial Interest Period of which shall be 30 days commencing on the relevant Reimbursement Date) in an amount necessary to pay the all amounts due to LC Issuer U.K. Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), that U.K. Reimbursement Date and each U.K. Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving U.K. Revolver Commitments have terminated, an Over Advance a U.K. Overadvance exists or any condition precedent is created thereby, or the conditions in Section 6 are satisfied. In the event that (i) a drawing denominated in a foreign currency (other than Dollars, British Pounds and Euros) (such foreign currency, a “U.K. Reimbursed Foreign Currency”) is to be reimbursed in Dollars, British Pounds or Euros pursuant to the making first sentence in this Section 2.2.2(a); and (ii) the Dollars, British Pounds or Euros amount, as applicable, paid by the U.K. Borrower shall not be adequate on the date of Loans has not been satisfiedthat payment to purchase in accordance with normal banking procedures a sum denominated in the U.K. Reimbursed Foreign Currency equal to the drawing, the U.K. Borrower agrees, as a separate and independent obligation, to indemnify U.K. Issuing Bank for the loss resulting from its inability on that date to purchase the U.K. Reimbursed Foreign Currency in the full amount of the drawing.

Reimbursement; Participations. (i) On the date that LC Issuer If an Issuing Bank honors any draw request for payment under a Letter of Credit Credit, the Applicable LC Applicant shall pay to such Issuing Bank, (each A) if the Administrative Agent provides notice of such payment to the Administrative Borrower before 11:00 a.m., New York time, on the same day, and (B) if the Administrative Agent provides such notice after such time, on the next Business Day (such applicable date, a the “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account such Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Base Rate Revolving Loans from the Reimbursement Date until payment by Borrowers; provided that, in the case of any payment on a Canadian Dollar Denominated Letter of Credit or any European Letter of Credit denominated in Swiss francs, such payment shall be the Dollar Equivalent of the amount paid by Borrowers (such Issuing Bank under such Letter of Credit, together with interest in Dollars at the interest rate prescribed therefor in clause (v) below)for Base Rate Revolving Loans from the Reimbursement Date until payment by Borrowers. The obligation of Borrowers to reimburse LC Issuer the applicable Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. Whether or not the Applicable Administrative Borrower submits a Notice of such Letter of Credit. On each Reimbursement DateBorrowing, to facilitate their foregoing reimbursement obligations, Borrowers the Applicable Administrative Borrower shall be deemed to have requested a Borrowing of Base Rate Revolving Loans orin Dollars in the Dollar Equivalent amount of such LC Disbursement, as applicableor with respect to LC Disbursements denominated in euros, LIBOR Index Rate Revolving GBP or Swiss francs, European Swingline Loans in an equivalent amount of such currency, in an amount necessary to pay the all amounts due to LC Issuer an Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such BorrowingBorrowing (or, without claimin the case of European Swingline Loans in Swiss francs, counterclaim, right of setoff, charge back, discount, defense, qualification, the Dollar Equivalent thereof in accordance with Section 2.17(g)) whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been conditions in Section 4 are satisfied.

Reimbursement; Participations. (i) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrower shall pay to Issuing Bank, on the same day (each such date, a “"Reimbursement Date”"), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Base Rate Advances from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrower. The obligation of Borrowers the Borrower to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall (in the absence of an improper payment of the Letter of Credit which constitutes gross negligence or willful misconduct on the part of Issuing Bank) be absolute, unconditional, unconditional and irrevocable, and Borrowers shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right Borrowers that Borrower may have at any time against the beneficiary beneficiary. Whether or not the Administrative Agent submits a Notice of such Letter of Credit. On each Reimbursement DateBorrowing, to facilitate their foregoing reimbursement obligations, Borrowers the Borrower shall be deemed to have requested a Borrowing of a Loan as a Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Loans Advance in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or is created thereby, or the conditions in Section 5 are satisfied (provided, however, that if such Loan is not made, the Borrower shall pay such LC Obligations on the first Business Day after the Borrower's receipt of notice of the amount thereof). Nothing herein shall be deemed to release Issuing Bank from any condition precedent liability or obligation that it may have in respect to any Letter of Credit to the making extent arising out of Loans has not been satisfiedand directly resulting from its own gross negligence or willful misconduct.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrowers shall pay to Issuing Bank, on the same day (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Base Rate Revolver Loans from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrowers. The obligation of Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationsBorrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Revolver Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent is created thereby, or the conditions in Section 6 are satisfied. (b) Upon issuance of a Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the making Letter of Loans has Credit. If Issuing Bank makes any payment under a Letter of Credit and Borrowers do not reimburse such payment on the Reimbursement Date, Agent shall promptly notify Lenders and each Lender shall promptly (within one Business Day) and unconditionally pay to Agent, for the benefit of Issuing Bank, the Lender’s Pro Rata share of such payment. Upon request by a Lender, Issuing Bank shall furnish copies of any Letters of Credit and LC Documents in its possession at such time. (c) The obligation of each Lender to make payments to Agent for the account of Issuing Bank in connection with Issuing Bank’s payment under a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit having been satisfied.determined to be forged, fraudulent, invalid or insufficient in any respect or any statement

Reimbursement; Participations. (i) On the date that LC Issuer a)If any Issuing Bank honors any draw request for payment under a Letter of Credit (each such date, a “Reimbursement Date”)Credit, Borrowers shall reimburse LC Issuer pay to such Issuing Bank, on such date the same day ("Reimbursement Date"), the Dollar Equivalent Amount of the amount paid by LC Issuer on account such Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Base Rate Revolver Loans from the Reimbursement Date until paid payment by Borrowers (at no matter when such Issuing Bank shall give notice of such honor and the interest rate prescribed therefor amount thereof to Borrower Agent); provided, however, that such Issuing Bank shall give notice of such honor and the amount thereof to Borrower Agent in clause (v) below)accordance with such Issuing Bank's standard procedures and such payment by Borrowers shall not be due until the date on which such notice is given to Borrower Agent or, if such notice is given after 2:00 p.m., on the Business Day ​ THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 81 ​ AMERICAS/2024146412.5 ​ immediately succeeding such date on which such notice is given. The obligation of Borrowers to reimburse LC Issuer such Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, irrevocable and irrevocablejoint and several, and Borrowers shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. If Borrowers fail to so reimburse such Issuing Bank in an amount equal to the Dollar Equivalent Amount of the amount of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationspayment made by such Issuing Bank (the "Unreimbursed Amount"), Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Revolver Loans or, as applicable, LIBOR Index Rate Revolving Loans in Dollars in an amount necessary to pay the Unreimbursed Amount and all interest accrued thereon and all other amounts due to LC Issuer on such date (regardless Issuing Bank in respect of whether Borrower Representative submits a Notice such Letter of Borrowing therefor), Credit and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to is created thereby or the making of Loans has not been conditions in Section 6 are satisfied.

Reimbursement; Participations. (i) On the date that LC Issuer If an Issuing Bank honors any draw request for payment under a Letter of Credit Credit, the Applicable LC Applicant shall pay to such Issuing Bank, (each A) if the Administrative Agent provides notice of such payment to the Administrative Borrower before 11:00 a.m., New York time, on the same day, and (B) if the Administrative Agent provides such notice after such time, on the next Business Day (such applicable date, a the “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account such Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Base Rate Revolving Loans from the Reimbursement Date until payment by Borrowers; provided that, in the case of any payment on a Canadian Dollar Denominated Letter of Credit or any European Letter of Credit denominated in Swiss francs, such payment shall be the Dollar Equivalent of the amount paid by Borrowers (such Issuing Bank under such Letter of Credit, together with interest in Dollars at the interest rate prescribed therefor in clause (v) below)for Base Rate Revolving Loans from the Reimbursement 215 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW Date until payment by Borrowers. The obligation of Borrowers to reimburse LC Issuer the applicable Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or this Agreement (or any term or provision therein or herein); or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary of such or against the Issuing Bank; any draft, certificate or other document presented under a Letter of CreditCredit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any other event or circumstances which might constitute a legal or equitable discharge or provide a right of setoff against the Borrowers’ reimbursement obligation. On each Reimbursement DateWhether or not the Applicable Administrative Borrower submits a Notice of Borrowing, to facilitate their foregoing reimbursement obligations, Borrowers the Applicable Administrative Borrower shall be deemed to have requested a Borrowing of Base Rate Revolving Loans orin Dollars in the Dollar Equivalent amount of such LC Disbursement, as applicableor with respect to LC Disbursements denominated in euros, LIBOR Index Rate Revolving GBP or Swiss francs, European Swingline Loans in an equivalent amount of such currency, in an amount necessary to pay the all amounts due to LC Issuer an Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such BorrowingBorrowing (or, without claimin the case of European Swingline Loans in Swiss francs, counterclaim, right of setoff, charge back, discount, defense, qualification, the Dollar Equivalent thereof in accordance with Section 2.17(g)) whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been conditions in Section 4 are satisfied.

Reimbursement; Participations. (i) On the date that LC Issuer If an Issuing Bank honors any draw request for payment under a Letter of Credit Credit, the Applicable LC Applicant shall pay to such Issuing Bank, (each A) if the Administrative Agent provides notice of such payment to the Administrative Borrower before 11:00 a.m., New York time, on the same day, and (B) if the Administrative Agent provides such notice after such time, on the next Business Day (such applicable date, a the “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account such Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Base Rate Revolving Loans from the Reimbursement Date until payment by Borrowers; provided that, in the case of any payment on a Canadian Dollar Denominated Letter of Credit, such payment shall be the Dollar Equivalent of the amount paid by Borrowers (such Issuing Bank under such 129 Letter of Credit, together with interest in Dollars at the interest rate prescribed therefor in clause (v) below)for Base Rate Revolving Loans from the Reimbursement Date until payment by Borrowers. The obligation of Borrowers to reimburse LC Issuer the applicable Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. Whether or not the Applicable Administrative Borrower submits a Notice of such Letter of Credit. On each Reimbursement DateBorrowing, to facilitate their foregoing reimbursement obligations, Borrowers the Applicable Administrative Borrower shall be deemed to have requested a Borrowing of Base Rate Revolving Loans orin Dollars in the Dollar Equivalent amount of such LC Disbursement, as applicableor with respect to LC Disbursements in euros or GBP, LIBOR Index Rate Revolving European Swingline Loans in an equivalent amount of such currency, in an amount necessary to pay the all amounts due to LC Issuer an Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been conditions in Section 4 are satisfied.

Reimbursement; Participations. (ia) On If the date that LC Issuer Issuing Bank honors any draw request for payment under a U.S. Letter of Credit Credit, the U.S. Borrowers shall pay to the Issuing Bank, by 2:00 p.m. (each New York time) (or such datelater time as the Agent may agree) within one Business Day following receipt by the Lead Borrower, a of notice from the relevant Issuing Bank (the “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account the Issuing Bank under such U.S. Letter of such drawCredit, together with interest at the interest rate for U.S. Base Rate Loans from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)U.S. Borrowers. The obligation of the U.S. Borrowers to reimburse LC Issuer the Issuing Bank for any draw payment made under a U.S. Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and, subject to Section 2.2.1(e), shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any U.S. Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that the Borrowers may have at any time against the beneficiary of such beneficiary. Unless the Lead Borrower notifies the Agent that it intends to reimburse the Issuing Bank for a drawing under a U.S. Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationswhether or not the Lead Borrower submits a Notice of Borrowing, Borrowers the Lead Borrower shall be deemed to have requested a Borrowing of U.S. Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Loans in the applicable currencyDollars in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Applicable Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Revolver Commitments have terminated, an Over Advance a U.S. Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been conditions in Section 6.2 are satisfied.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Issuing Bank shall notify, within a reasonable period of time, the relevant Borrower of such drawing, and such Borrower shall pay to Issuing Bank, in Dollars, on the same day (each such date, a the “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Base Rate Revolver Loans from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrowers. The obligation of Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Letter Borrowing, and whether or not Issuing Bank notified the applicable Borrower in accordance with the first sentence of Credit. On each this Section 2.2.2(a), in the event that Borrowers fail to reimburse Issuing Bank on or by the Reimbursement Date, to facilitate their foregoing reimbursement obligations, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Revolver Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Revolver Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been conditions in Section 6 are satisfied.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrower shall pay to Issuing Bank, on the same day (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Base Rate Loans from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrower. The obligation of Borrowers Borrower to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right Borrowers that Borrower may have at any time against the beneficiary beneficiary. Whether or not Borrower submits a Notice of such Letter of Credit. On each Reimbursement DateBorrowing, to facilitate their foregoing reimbursement obligations, Borrowers Borrower shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied. (b) Each Lender hereby irrevocably and unconditionally purchases from Issuing Bank, without recourse or warranty, an undivided Pro Rata participation in all LC Obligations outstanding from time to time. Issuing Bank is issuing Letters of Credit in reliance upon this participation. If Borrower does not make a payment to Issuing Bank when due hereunder, Agent shall promptly notify Lenders and each Lender shall within one (1) Business Day after such notice pay to Agent, for the benefit of Issuing Bank, the Lender’s Pro Rata share of such payment. Upon request by a Lender, Issuing Bank shall provide copies of Letters of Credit and LC Documents in its possession at such time. (c) The obligation of each Lender to make payments to Agent for the account of Issuing Bank in connection with Issuing Bank’s payment under a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any condition precedent counterclaim, setoff, qualification or exception whatsoever, and shall be made as provided in this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit being determined to be forged, fraudulent, noncompliant, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; any waiver by Issuing Bank of a requirement that exists for its protection (and not Borrower’s protection) or that does not materially prejudice Borrower; any honor of an electronic demand for payment even if a draft is required; any payment of an item presented after a Letter of Credit’s expiration date if authorized by the making UCC or applicable customs or practices; or any setoff or defense that an Obligor may have with respect to any Obligations. Issuing Bank does not assume any responsibility for any failure or delay in performance or any breach by Borrower or other Person of Loans has any obligations under any LC Documents. Issuing Bank does not been satisfied.make any express or implied warranty, representation or guaranty to Lenders with respect to any Letter of Credit, Collateral, LC Document or Obligor. Issuing Bank shall not be responsible to any Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of, any LC Documents; the validity, genuineness,

Reimbursement; Participations. (i) On the date that LC Issuer honors any draw under a Letter of Credit (each such date, a “"Reimbursement Date”"), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account of such draw, together with interest from the Reimbursement Date until paid by Borrowers (at the interest rate prescribed therefor in clause (v) below)for Base Rate Revolving Loans. The obligation of Borrowers to reimburse LC Issuer for any draw made under a Letter of Credit is absolute, unconditional, and irrevocable, and Borrowers shall make such reimbursement without regard to any lack of validity or enforceability of such Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception or other right Borrowers may have at any time against the beneficiary of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligations, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Loans in an amount necessary to pay the amounts due to LC Issuer on such date (regardless of whether Borrower Representative Agent submits a Notice of Borrowing therefor), and each Lender shall fund its Pro Rata Share of such Borrowing, without claimoffset, counterclaim, right of setoff, charge back, discount, defense, qualification, or exception, other defense and regardless of whether the Revolving Commitments have terminated, an Over Advance exists terminated or any condition precedent to the making of Loans has not been satisfied.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrowers shall pay to Issuing Bank, on the same day (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer Issuing Bank under such Letter of Credit and, to the extent not paid by Borrowers on account of the Reimbursement Date, such draw, together with amount shall automatically be converted to a Revolver Loan and accrue interest at the Adjusted Base Rate plus the Applicable Margin from the Reimbursement Date until paid by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrowers. The obligation of Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers or a Subsidiary that is an Obligor may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationsBorrowing, Borrowers shall be deemed to have requested a Borrowing of Adjusted Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Revolver Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Revolver Loan Lender shall agrees to fund its Pro Rata Share share of such BorrowingBorrowing whether or not the Commitments have terminated or the conditions in Section 6 are satisfied. In the case of a Letter of Credit denominated in an Alternative Currency, without claimBorrowers shall reimburse the Issuing Bank in such Alternative Currency, counterclaim, right of setoff, charge back, discount, defense, qualificationunless (i) the Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or exception(ii) in the absence of any such requirement for reimbursement in Dollars, Borrower Agent shall have notified the Issuing Bank promptly following receipt of the notice of drawing that the applicable Borrower will reimburse the Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Issuing Bank shall notify Borrower Agent of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by the Issuing Bank under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Issuing Bank under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), Borrowers shall reimburse the Issuing Bank in an amount equal to the amount of such drawing and in the applicable currency. If Borrowers fail to so reimburse Issuing Bank by such time, Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and regardless the amount of whether such Lender’s Pro Rata share thereof. In such event, Borrowers shall be deemed to have requested a Borrowing of an Adjusted Base Rate Loan to be disbursed on the Revolving Commitments have terminated, Honor Date in an Over Advance exists or any condition precedent amount equal to the making of Loans has not been satisfiedUnreimbursed Amount, and Agent shall make such Adjusted Base Rate Loan on Borrowers’ behalf.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrowers shall pay to Issuing Bank, within one Business Day thereof (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Base Rate Loans from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrowers. The obligation of Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationsBorrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied. (b) Each Lender hereby irrevocably and unconditionally purchases from Issuing Bank, without recourse or warranty, an undivided Pro Rata participation in all LC Obligations outstanding from time to time. Issuing Bank is issuing Letters of Credit in reliance upon this participation. If Borrowers do not make a payment to Issuing Bank when due hereunder, Agent shall promptly notify Lenders and each Lender shall within one Business Day after such notice pay to Agent, for the benefit of Issuing Bank, the Lender’s Pro Rata share of such payment. Upon request by a Lender, Issuing Bank shall provide copies of Letters of Credit and LC Documents in its possession at such time. (c) The obligation of each Lender to make payments to Agent for the account of Issuing Bank in connection with Issuing Bank’s payment under a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any condition precedent to the making of Loans has not been satisfied.counterclaim, setoff, qualification or exception -29-

Reimbursement; Participations. (ia) On the date that LC Issuer If an Applicable Issuing Bank honors any draw request for payment under a Letter of Credit Credit, LC Borrowers in the applicable Borrower Group shall pay to such Applicable Issuing Bank, in Dollars or Canadian Dollars, as applicable, on the same day (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account the Applicable Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for U.S. Base Rate Revolver Loans (or Canadian Prime Rate Revolver Loans, as applicable) from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)within such Borrower Group. The obligation of LC Borrowers within a Borrower Group to reimburse LC Issuer the Applicable Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers within such Borrower Group may have at any time against the beneficiary. Until the Applicable Issuing Bank has received payment from LC Borrowers in accordance with the foregoing provisions of this subsection (a), such Issuing Bank, in addition to all of its other rights and remedies under this Agreement and any LC Application, shall be fully subrogated to the rights and remedies of each beneficiary under such Letter of Credit whose claims against one or more LC Borrowers have been discharged with the proceeds of such Letter of Credit. On each Reimbursement DateWhether or not Borrower Agent submits a Notice of Borrowing, to facilitate their foregoing reimbursement obligations, the LC Borrowers shall be deemed to have requested a Borrowing of U.S. Base Rate Revolving Revolver Loans, or Canadian Base Rate Loans oror Canadian Prime Rate Loans, as applicable, LIBOR Index Rate Revolving Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Applicable Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent is created thereby, or the conditions in Section 6 are satisfied. LC Borrowers shall repay the Applicable Issuing Bank or the Applicable Agent, as appropriate, with respect to each Letter of Credit in the making of Loans has not been satisfiedapplicable currency as set forth in Section 2.3.4.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrowers shall pay to Issuing Bank, on the same day (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer Issuing Bank under such Letter of Credit and, to the extent not paid by Borrowers on account the Reimbursement Date, such amount shall automatically be converted to a Revolver Loan One Loan (or if at the time of such drawconversion, together with the unpaid balance of Revolver One Loans outstanding at such time plus the aggregate outstanding LC Obligations, including such converted amount, would exceed the Borrowing Base for Revolver One Loans or the Revolver One Commitments, such amounts shall automatically be converted to a Revolver Two Loan) and accrue interest at the Adjusted Base Rate plus the Applicable Margin applicable to such Revolver Loans from the Reimbursement Date until paid by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrowers. The obligation of Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationsBorrowing, Borrowers shall be deemed to have requested a Borrowing of Adjusted Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Revolver Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share Revolver One share or Pro Rata Revolver Two share, as applicable, of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been conditions in Section 6 are satisfied.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrowers shall pay to Issuing Bank, within one Business Day of notice of such payment by the Issuing Bank (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account Issuing Bank under such Letter of such drawCredit, together with interest from the Reimbursement Date until paid by Borrowers (at the interest rate prescribed therefor in clause (v) below)for Base Rate Loans from the date such Letter of Credit is honored until payment by Borrowers. The obligation of Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationsBorrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving that are Tranche A Revolver Loans in an amount necessary to pay the all amounts due and owing to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Tranche A Revolver Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Revolver Commitments have terminated, an Over Advance Overadvance exists or any condition precedent is created thereby, or the conditions in Section 6 are satisfied or waived. (b) Upon issuance of a Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the making Letter of Loans has Credit; provided that, for the avoidance of doubt, no Lender shall be required to purchase in excess of its Revolver Commitment. If Issuing Bank makes any payment under a Letter of Credit and Borrowers do not reimburse such payment on the Reimbursement Date, Agent shall promptly notify Tranche A Revolver Lenders and each Tranche A Revolver Lender shall promptly (within one Business Day) and unconditionally pay to Agent, for the benefit of Issuing Bank, Tranche A Revolver Lender’s Pro Rata share of such payment. Upon request by a Tranche A Revolver Lender, Issuing Bank shall furnish copies of any Letters of Credit and LC Documents in its possession at such time. (c) The obligation of each Tranche A Revolver Lender to make payments to Agent for the account of Issuing Bank in connection with Issuing Bank’s payment under a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit having been satisfied.determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; any waiver by Issuing Bank of a requirement that exists for its protection (and not a Borrower’s protection) or that does not materially prejudice a Borrower; any honor of an electronic demand for payment even if a draft is required; any payment of an item presented after a Letter of Credit’s expiration date if authorized by the UCC or applicable customs or practices; or any setoff or defense that any Obligor may have with respect to any Obligations. Issuing Bank does not assume any responsibility for any failure or delay in performance or any breach by any Borrower or other Person of any obligations under any LC Documents. Issuing Bank does not make to Lenders any express or implied warranty, representation or guaranty with respect to the Collateral, LC Documents or any Obligor. Issuing Bank shall not be responsible to any Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any LC Documents; the validity, genuineness, enforceability, collectability, value or sufficiency of any Collateral or the 47 NAI-1507796678v9

Reimbursement; Participations. (i1) On the date that LC Issuer If U.K./Dutch Issuing Bank honors any draw request for payment under a U.K./Dutch Letter of Credit Credit, the U.K./Dutch Borrowers shall pay to U.K./Dutch Issuing Bank, on the same day (each such date, a “U.K./Dutch Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account U.K./Dutch Issuing Bank under such U.K./Dutch Letter of such drawCredit in the same currency in which the Letter of Credit was denominated unless otherwise specified by Agent or U.K./Dutch Issuing Bank (at their respective option) that it requires payment in Dollars, British Pounds or Euros calculated at the Spot Rate, together with interest from the Reimbursement Date until paid by Borrowers (at the interest rate prescribed therefor in clause (v) below)for U.K./Dutch Base Rate Loans from the U.K./Dutch Reimbursement Date until payment by the U.K./Dutch Borrowers. The obligation of the U.K./Dutch Borrowers to reimburse LC Issuer U.K./Dutch Issuing Bank for any draw payment made under a U.K./Dutch Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any U.K./Dutch Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that the U.K./Dutch Borrowers may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Letter of Credit. On each Reimbursement DateBorrowing, to facilitate their foregoing reimbursement obligations, the U.K./Dutch Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Loans a Term SOFR Revolver Loan (the initial Interest Period of which shall be 30 days commencing on the relevant Reimbursement Date) in an amount necessary to pay the all amounts due to LC Issuer U.K./Dutch Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), that U.K./Dutch Reimbursement Date and each U.K./Dutch Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving U.K./Dutch Revolver Commitments have terminated, an Over Advance a U.K./Dutch Overadvance exists or any condition precedent is created thereby, or the conditions in Section 6 are satisfied. In the event that (i) a drawing denominated in a foreign currency (other than Dollars, British Pounds and Euros) (such foreign currency, a “U.K. Reimbursed Foreign Currency”) is to be reimbursed in Dollars, British Pounds or Euros pursuant to the making first sentence in this Section 2.2.2(a); and (ii) the Dollars, British Pounds or Euros amount, as applicable, paid by the U.K./Dutch Borrowers shall not be adequate on the date of Loans has not been satisfiedthat payment to purchase in accordance with normal banking procedures a sum denominated in the U.K. Reimbursed Foreign Currency equal to the drawing, the U.K./Dutch Borrowers agree, as a separate and independent obligation, to indemnify U.K./Dutch Issuing Bank for the loss resulting from its inability on that date to purchase the U.K. Reimbursed Foreign Currency in the full amount of the drawing.

Reimbursement; Participations. (ia) On the date that LC Issuer If U.K. Issuing Bank honors any draw request for payment under a U.K. Letter of Credit Credit, the U.K. Borrower shall pay to U.K. Issuing Bank, on the same day (each such date, a “U.K. Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account U.K. Issuing Bank under such U.K. Letter of such drawCredit, together with interest from the Reimbursement Date until paid by Borrowers (at the interest rate prescribed therefor in clause (v) below)for U.K. Base Rate Loans from the U.K. Reimbursement Date until payment by the U.K. Borrower. The obligation of Borrowers the U.K. Borrower to reimburse LC Issuer U.K. Issuing Bank for any draw payment made under a U.K. Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any U.K. Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right Borrowers that the U.K. Borrower may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Letter of Credit. On each Reimbursement DateBorrowing, to facilitate their foregoing reimbursement obligations, Borrowers the U.K. Borrower shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, a LIBOR Index Rate Revolving Loans Revolver Loan (the initial Interest Period of which shall be 30 days commencing on the relevant Reimbursement Date) in an amount necessary to pay the all amounts due to LC Issuer U.K. Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), that U.K. Reimbursement Date and each U.K. Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving U.K. Revolver Commitments have terminated, an Over Advance a U.K. Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been conditions in Section 6 are satisfied.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrowers shall pay to Issuing Bank, on the same day (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Base Rate Revolver Loans from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrowers. The obligation of Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationsBorrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Revolver Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent is created thereby, or the conditions in Section 6 are satisfied. It being understood that in the case of a Letter of Credit denominated in an Alternate Currency, the amount of such Letter of Credit to be reimbursed by the Borrowers under this Section 2.2.2 shall be determined by taking the Dollar Amount of such Letter of Credit. (b) Upon issuance of a Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the making Letter of Loans has Credit. If Issuing Bank makes any payment under a Letter of Credit and Borrowers do not been satisfiedreimburse such payment on the Reimbursement Date, Agent shall promptly notify Lenders and each Lender shall promptly (within one Business Day) and unconditionally pay to Agent, for the benefit of Issuing Bank, the Lender’s Pro Rata share of such payment. Upon request by a Lender, Issuing Bank shall furnish copies of any Letters of Credit and LC Documents in its possession at such time. It being understood that in the case of a Letter of Credit denominated in an Alternate Currency, the amount of such Lender’s payment in respect of such Letter of Credit under this Section 2.2.2 shall be determined by taking the Dollar Amount of such Letter of Credit.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrowers shall pay to Issuing Bank, on the same day (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer Issuing Bank under such Letter of Credit and, to the extent not paid by Borrowers on account of the Reimbursement Date, such draw, together with amount shall automatically be converted to a Revolver Loan and accrue interest at the Adjusted Base Rate plus the Applicable Margin from the Reimbursement Date until paid by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrowers. The obligation of Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationsBorrowing, Borrowers shall be deemed to have requested a Borrowing of Adjusted Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Revolver Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent is created thereby, or the conditions in Sections 6.1, 6.2 and 6.4 are satisfied. Without limitation of Section 5.11.1, each Borrower agrees that it is jointly and severally liable with respect to each Letter of Credit issued (or deemed issued) hereunder (together with all LC Obligations and all associated fees, charges, and indemnities associated with such Letter of Credit), to the making same extent as it would have been liable had such Letter of Loans has not Credit been satisfiedissued (or deemed issued) for its own account.

Reimbursement; Participations. (i) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, the Borrower shall pay to Issuing Bank, on the same day (each such date, a “"Reimbursement Date”"), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Base Rate Advances from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrower. The obligation of Borrowers the Borrower to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall (in the absence of an improper payment of the Letter of Credit which constitutes gross negligence or willful misconduct on the part of Issuing Bank) be absolute, unconditional, unconditional and irrevocable, and Borrowers shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right Borrowers that the Borrower may have at any time against the beneficiary beneficiary. Whether or not the Administrative Agent submits a Notice of such Letter of Credit. On each Reimbursement DateBorrowing, to facilitate their foregoing reimbursement obligations, Borrowers the Borrower shall be deemed to have requested a Borrowing of a Loan as a Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Loans Advance in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or is created thereby, or the conditions in Article V are satisfied (provided, however, that if such Loan is not made, the Borrower shall pay such LC Obligations on the first Business Day after the Borrower's receipt of notice of the amount thereof). Nothing herein shall be deemed to release Issuing Bank from any condition precedent liability or obligation that it may have in respect to any Letter of Credit to the making extent arising out of Loans has not been satisfiedand directly resulting from its own gross negligence or willful misconduct.

Reimbursement; Participations. (i) On the date that LC Issuer If an Issuing Bank honors any draw request for payment under a Letter of Credit Credit, the Applicable LC Applicant shall pay to such Issuing Bank, (each A) if the Administrative Agent provides notice of such payment to the Administrative Borrower before 11:00 a.m., New York time, on the same day, and (B) if the Administrative Agent provides such notice after such time, on the next Business Day (such applicable date, a the “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account such Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Base Rate Revolving Loans from the Reimbursement Date until payment by Borrowers; provided that, in the case of any payment on a Canadian Dollar Denominated Letter of Credit or any European Letter of Credit denominated in Swiss francs, such payment shall be the Dollar Equivalent of the amount paid by Borrowers (such Issuing Bank under such Letter of Credit, together with interest in Dollars at the interest rate prescribed therefor in clause (v) below)for Base Rate Revolving Loans from the Reimbursement Date until payment by Borrowers. The obligation of Borrowers to reimburse LC Issuer the applicable Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or this Agreement (or any term or provision therein or herein); or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at 202 1160299.01-CHISR1160299.03H-CHISR02A - MSW any time against the beneficiary of such or against the Issuing Bank; any draft, certificate or other document presented under a Letter of CreditCredit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any other event or circumstances which might constitute a legal or equitable discharge or provide a right of setoff against the Borrowers’ reimbursement obligation. On each Reimbursement DateWhether or not the Applicable Administrative Borrower submits a Notice of Borrowing, to facilitate their foregoing reimbursement obligations, Borrowers the Applicable Administrative Borrower shall be deemed to have requested a Borrowing of Base Rate Revolving Loans orin Dollars in the Dollar Equivalent amount of such LC Disbursement, as applicableor with respect to LC Disbursements denominated in euros, LIBOR Index Rate Revolving GBP or Swiss francs, European Swingline Loans in an equivalent amount of such currency, in an amount necessary to pay the all amounts due to LC Issuer an Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such BorrowingBorrowing (or, without claimin the case of European Swingline Loans in Swiss francs, counterclaim, right of setoff, charge back, discount, defense, qualification, the Dollar Equivalent thereof in accordance with Section 2.17(g)) whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been conditions in Section 4 are satisfied.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrowers shall pay to Issuing Bank, on the same day (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer Issuing Bank under such Letter of Credit and, to the extent not paid by Borrowers on account the Reimbursement Date, such amount shall automatically be converted to a Revolver One Loan (or if at the time of such drawconversion, together with the unpaid balance of Revolver One Loans outstanding at such time plus the aggregate outstanding LC Obligations, including such converted amount, would exceed the Borrowing Base for Revolver One Loans or the Revolver One Commitments, such amounts shall automatically be converted to a Revolver Two Loan) Loan and accrue interest at the Adjusted Base Rate plus the Applicable Margin applicable to such Revolver Loans from the Reimbursement Date until paid by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrowers. The obligation of Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationsBorrowing, Borrowers shall be deemed to have requested a Borrowing of Adjusted Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Revolver Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share Revolver One share or Pro Rata Revolver Two share, as applicable, of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been conditions in Section 6 are satisfied.

Reimbursement; Participations. (ia) On the date that LC Issuer If any Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrowers shall pay to such Issuing Bank, on the same day (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the Dollar Equivalent Amount of the amount paid by LC Issuer on account such Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Base Rate Revolver Loans from the Reimbursement Date until paid payment by Borrowers (at no matter when such Issuing Bank shall give notice of such honor and the interest rate prescribed therefor amount thereof to Borrower Agent); provided, however, that such Issuing Bank shall give notice of such honor and the amount thereof to Borrower Agent in clause (v) below)accordance with such Issuing Bank’s standard procedures and such payment by Borrowers shall not be due until the date on which such notice is given to Borrower Agent or, if such notice is given after 2:00 p.m., on the Business Day immediately succeeding such date on which such notice is given. The obligation of Borrowers to reimburse LC Issuer such Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, irrevocable and irrevocablejoint and several, and Borrowers shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. If Borrowers fail to so reimburse such Issuing Bank in an amount equal to the Dollar Equivalent Amount of the amount of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationspayment made by such Issuing Bank (the “Unreimbursed Amount”), Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Revolver Loans or, as applicable, LIBOR Index Rate Revolving Loans in Dollars in an amount necessary to pay the Unreimbursed Amount and all interest accrued thereon and all other amounts due to LC Issuer on such date (regardless Issuing Bank in respect of whether Borrower Representative submits a Notice such Letter of Borrowing therefor), Credit and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to is created thereby or the making of Loans has not been conditions in Section 6 are satisfied.

Reimbursement; Participations. (i) On If the date that LC Issuer Issuing Bank honors any draw request for payment under a Letter of Credit Credit, the Borrowers shall pay to the Issuing Bank, within one Business Day following receipt by the Lead Borrower of notice from the relevant Issuing Bank if such notice is received by 10:00 a.m. Local Time (each and if such datenotice is not received by such time, a then within two Business Days following receipt of such notice) (“Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account the Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for ABR Loans from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrowers. The obligation of the Borrowers to reimburse LC Issuer the Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and, subject to Section 2.05(a)(v), shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that the Borrowers may have at any time against the beneficiary of such beneficiary. Unless the Lead Borrower notifies the Administrative Agent that it intends to reimburse the Issuing Bank for a drawing under a Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationswhether or not Lead Borrower submits a Borrowing Request, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving ABR Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Revolver Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Revolver Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been satisfied.conditions in

Reimbursement; Participations. (i) On If the date that LC Issuer Issuing Bank honors any draw request for payment under a Letter of Credit Credit, the Borrowers shall pay to the Issuing Bank, within one Business Day following receipt by the Lead Borrower of notice from the relevant Issuing Bank if such notice is received by 10:00am Local Time (each and if such datenotice is not received by such time, a then within two Business Days following receipt of such notice) (“Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account the Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for ABR Loans from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrowers. The obligation of the Borrowers to reimburse LC Issuer the Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and, subject to Section 2.05(a)(v), shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that the Borrowers may have at any time against the beneficiary of such beneficiary. Unless the Lead Borrower notifies the Administrative Agent that it intends to reimburse the Issuing Bank for a drawing under a Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationswhether or not Lead Borrower submits a Borrowing Request, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving ABR Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Revolver Commitments have terminated, an Over Advance Overadvance exists or any condition precedent is created thereby, or the conditions in Section 4.02 are satisfied. Upon the issuance of a Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from the Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the making Letter of Loans has Credit. If the Issuing Bank makes any payment under a Letter of Credit and the Borrowers do not been satisfiedreimburse such payment on the Reimbursement Date, the Administrative Agent shall promptly notify the Lenders and each Lender shall promptly (within one Business Day) and unconditionally pay to the Administrative Agent, for the benefit of the Issuing Bank, the Lender’s Pro Rata share of such payment which is not so reimbursed.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrowers shall pay to Issuing Bank, on the same day (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Base Rate Revolver Loans from the Reimbursement Date until paid payment by Borrowers (at no matter when Issuing Bank shall give notice of such honor and the interest rate prescribed therefor amount thereof to Borrower Agent); provided, however, that Issuing Bank shall give notice of such honor and the amount thereof to Borrower Agent in clause (v) below)accordance with Issuing Bank’s standard procedures and such payment by Borrowers shall not be due until the date on which such notice is given to Borrower Agent or, if such notice is given after 2:00 p.m., on the Business Day immediately succeeding such date on which such notice is given. The obligation of Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, irrevocable and irrevocablejoint and several, and Borrowers shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. If Borrowers fail to so reimburse Issuing Bank in an amount equal to the amount of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationspayment made by Issuing Bank (the “Unreimbursed Amount”), Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Revolver Loans in an amount necessary to pay the Unreimbursed Amount and all interest accrued thereon and all other amounts due to LC Issuer on Issuing Bank in respect of such date (regardless Letter of whether Borrower Representative submits a Notice of Borrowing therefor), Credit and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to is created thereby or the making of Loans has not been conditions in Section 6 are satisfied.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Agent shall be authorized, and hereby is authorized, to pay to Issuing Bank, on the same day (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the Lenders’ behalf, the amount paid by LC Issuer on account Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Base Rate Revolver Loans from the Reimbursement Date until paid by Borrowers (at payment, and Lenders shall thereupon charge Borrowers’ account for the interest rate prescribed therefor in clause (v) below)total amount so paid. The obligation of Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that Borrowers may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationsBorrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Revolver Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been conditions in Section 6 are satisfied.

Reimbursement; Participations. (iac) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrowers shall pay to Issuing Bank, within one Business Day of notice of such payment by the Issuing Bank (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account Issuing Bank under such Letter of such drawCredit, together with interest from the Reimbursement Date until paid by Borrowers (at the interest rate prescribed therefor in clause (v) below)for Base Rate Loans from the date such Letter of Credit is honored until payment by Borrowers. The obligation of Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right 50 that Borrowers may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationsBorrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving that are Tranche A Revolver Loans in an amount necessary to pay the all amounts due and owing to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Tranche A Revolver Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Revolver Commitments have terminated, an Over Advance Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been satisfiedconditions in Section 6 are satisfied or waived.

Reimbursement; Participations. (i) On the date that LC Issuer honors any draw under a Letter of Credit (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account of such draw, together with interest from the Reimbursement Date until paid by Borrowers (at the interest rate prescribed therefor in clause (v) below). The obligation of Borrowers to reimburse LC Issuer for any draw made under a Letter of Credit is absolute, unconditional, and irrevocable, and Borrowers shall make such reimbursement without regard to any lack of validity or enforceability of such Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception or other right Borrowers may have at any time against the beneficiary of such Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligations, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Loans in an amount necessary to pay the amounts due to LC Issuer on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), and each Lender shall fund its Pro Rata Share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, or exception, and regardless of whether the Revolving Commitments have terminated, an Over Advance exists or any condition precedent to the making of Loans has not been satisfied.

Reimbursement; Participations. (ia) On If the date that LC Issuer Issuing Bank honors any draw request for payment under a U.S. Letter of Credit Credit, the U.S. Borrowers shall pay to the Issuing Bank, by 2:00 p.m. (each New York time) (or such datelater time as the Agent may agree) within one Business Day following receipt by the Lead Borrower, a of notice from the relevant Issuing Bank (“Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account the Issuing Bank under such U.S. Letter of such drawCredit, together with interest at the interest rate for U.S. Base Rate Loans from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)U.S. Borrowers. The obligation of the U.S. Borrowers to reimburse LC Issuer the Issuing Bank for any draw payment made under a U.S. Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and, subject to Section 2.2.1(e), shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any U.S. Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that the Borrowers may have at any time against the beneficiary of such beneficiary. Unless the Lead Borrower notifies the Agent that it intends to reimburse the Issuing Bank for a drawing under a U.S. Letter of Credit. On each Reimbursement Date, to facilitate their foregoing reimbursement obligationswhether or not the Lead Borrower submits a Notice of Borrowing, Borrowers the Lead Borrower shall be deemed to have requested a Borrowing of U.S. Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Loans in the applicable currency in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Applicable Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Revolver Commitments have terminated, an Over Advance a U.S. Overadvance exists or any condition precedent to is created thereby, or the making of Loans has not been conditions in Section 6.2 are satisfied.

Reimbursement; Participations. (i) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, Borrower shall pay to Issuing Bank, on the same day (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Base Rate Advances from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Borrower. The obligation of Borrowers the Borrower to reimburse LC Issuer Issuing Bank for any draw payment made under a Letter of Credit is shall (in the absence of an improper payment of the Letter of Credit which constitutes gross negligence or willful misconduct on the part of Issuing Bank) be absolute, unconditional, unconditional and irrevocable, and Borrowers shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right Borrowers that Borrower may have at any time against the beneficiary beneficiary. Whether or not the Administrative Agent submits a Notice of such Letter of Credit. On each Reimbursement DateBorrowing, to facilitate their foregoing reimbursement obligations, Borrowers the Borrower shall be deemed to have requested a Borrowing of a Loan as a Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Loans Advance in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving Commitments have terminated, an Over Advance Overadvance exists or is created thereby, or the conditions in Section 5 are satisfied (provided, however, that if such Loan is not made, the Borrower shall pay such LC Obligations on the first Business Day after the Borrower’s receipt of notice of the amount thereof). Nothing herein shall be deemed to release Issuing Bank from any condition precedent liability or obligation that it may have in respect to any Letter of Credit to the making extent arising out of Loans has not been satisfiedand directly resulting from its own gross negligence or willful misconduct.

Reimbursement; Participations. (ia) On the date that LC Issuer If Issuing Bank honors any draw request for payment under a Letter of Credit Credit, the Requesting Borrower shall pay to Issuing Bank, on the same day (each such date, a “Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account Issuing Bank under such Letter of such drawCredit, together with interest at the interest rate for Revolver Loans related to the currency denominating such Letter of Credit from the Reimbursement Date until paid payment by Borrowers (at the interest rate prescribed therefor in clause (v) below)Requesting Borrower. The obligation of Dutch Borrowers to reimburse LC Issuer Issuing Bank for any draw payment made under a Dutch Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any Dutch Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right Borrowers that any Dutch Obligor may have at any time against the beneficiary beneficiary. The obligation of such U.S. Borrowers to reimburse Issuing Bank for any payment made under a U.S. Letter of CreditCredit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any U.S. Letter of Credit or the existence of any claim, setoff, defense or other right that any U.S. Obligor may have at any time against the beneficiary. On each Reimbursement DateWhether or not Borrower Agent submits a Notice of Borrowing, to facilitate their foregoing reimbursement obligations, Borrowers Requesting Borrower shall be deemed to have requested a Borrowing of Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Revolver Loans in an amount necessary to pay the all amounts due to LC Issuer Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any Reimbursement Date and each Dutch Lender and U.S. Lender, as applicable, shall fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving applicable Revolver Commitments have terminated, an Over Advance applicable Overadvance exists or any condition precedent is created thereby, or the conditions in Section 6 are satisfied. (b) Each Lender providing a Revolver Commitment to the making Requesting Borrower, hereby irrevocably and unconditionally purchases from Issuing Bank, without recourse or warranty, an undivided Pro Rata participation in all LC Obligations of Loans has the Requesting Borrower relating to such Letter of Credit outstanding from time to time. Issuing Bank is issuing Letters of Credit in reliance upon this participation. If Requesting Borrowers do not been satisfied.make a payment to Issuing Bank when due hereunder, Agent shall promptly notify Lenders providing a Revolver Commitment to the Requesting Borrower and each such Lender shall within one Business Day after such notice pay to Agent, for the benefit of Issuing Bank, the Lender’s Pro Rata share of such payment. Upon request by a Lender, Issuing Bank shall provide copies of Letters of Credit and LC Documents in its possession at such time. (c) The obligation of each applicable Lender to make payments to Agent for the account of Issuing Bank in connection with Issuing Bank’s payment under a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and 48 117877022_2

Reimbursement; Participations. (ia) On the date that LC Issuer If U.S. Issuing Bank honors any draw request for payment under a U.S. Letter of Credit Credit, U.S. Borrowers shall pay to U.S. Issuing Bank, on the same day (each such date, a “U.S. Reimbursement Date”), Borrowers shall reimburse LC Issuer on such date the amount paid by LC Issuer on account U.S. Issuing Bank under such U.S. Letter of such drawCredit in the same currency in which the Letter of Credit was denominated unless otherwise specified by Agent or U.S. Issuing Bank (at their respective option) that it requires payment in Dollars calculated at the Spot Rate, together with interest from the Reimbursement Date until paid by Borrowers (at the interest rate prescribed therefor in clause (v) below)for U.S. Base Rate Revolver Loans from the U.S. Reimbursement Date until payment by U.S. Borrowers. The obligation of U.S. Borrowers to reimburse LC Issuer U.S. Issuing Bank for any draw payment made under a U.S. Letter of Credit is shall be absolute, unconditional, and irrevocable, and Borrowers joint and several, and shall make such reimbursement be paid without regard to any lack of validity or enforceability of such any U.S. Letter of Credit or the existence of any claim, counterclaim, right of setoff, charge back, discount, defense, qualification, exception defense or other right that U.S. Borrowers may have at any time against the beneficiary beneficiary. Whether or not Borrower Agent submits a Notice of such Letter of Credit. On each Reimbursement DateBorrowing, to facilitate their foregoing reimbursement obligations, U.S. Borrowers shall be deemed to have requested a Borrowing of U.S. Base Rate Revolving Loans or, as applicable, LIBOR Index Rate Revolving Revolver Loans in an amount necessary to pay the all amounts due to LC Issuer U.S. Issuing Bank on such date (regardless of whether Borrower Representative submits a Notice of Borrowing therefor), any U.S. Reimbursement Date and each U.S. Lender shall agrees to fund its Pro Rata Share share of such Borrowing, without claim, counterclaim, right of setoff, charge back, discount, defense, qualification, Borrowing whether or exception, and regardless of whether not the Revolving U.S. Revolver Commitments have terminated, an Over Advance a U.S. Overadvance exists or any condition precedent is created thereby, or the conditions in Section 6 are satisfied. In the event that (i) a drawing denominated in a foreign currency (such foreign currency, a “U.S. Reimbursed Foreign Currency”) is to be reimbursed in Dollars pursuant to the making first sentence in this Section 2.3.2(a); and (ii) the Dollars amount paid by the U.S. Borrowers shall not be adequate on the date of Loans has not been satisfiedthat payment to purchase in accordance with normal banking procedures a sum denominated in the U.S. Reimbursed Foreign Currency equal to the drawing, the U.S. Borrowers agree, as a separate and independent obligation, to indemnify U.S. Issuing Bank for the loss resulting from its inability on that date to purchase the U.S. Reimbursed Foreign Currency in the full amount of the drawing.