Common use of Reimbursement; Participations Clause in Contracts

Reimbursement; Participations. (a) If Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower shall pay to Issuing Bank, on the same day (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Rate Loans from the Reimbursement Date until payment by such Requesting Borrower. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower may have at any time against the beneficiary. Whether or not a Notice of Borrowing has been submitted on behalf of a Requesting Borrower, such Requesting Borrower shall be deemed to have requested a Borrowing of Floating Rate Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender shall fund its Pro Rata share of such Borrowing whether or not any Revolver Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

Reimbursement; Participations. (a) If Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower shall pay to Issuing Bank, on the same day within one Business Day of notification thereof (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Tranche A Revolver Loans from the Reimbursement Date date such draw was honored until payment by such Requesting Borrower. The obligation of Borrowers Borrower to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, and irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower may have at any time against the beneficiary. Whether or not Borrower submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, such Requesting Borrower shall be deemed to have requested a Borrowing of Floating Base Rate Tranche A Revolver Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Tranche A Revolver Lender shall agrees to fund its Pro Rata share of such Borrowing whether or not any Revolver the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

Reimbursement; Participations. (ai) If Issuing Bank any Letter of Credit Issuer honors any request for payment under a Letter of Credit, Requesting Borrower the Borrowers shall pay to Issuing Banksuch Letter of Credit Issuer, on the same day (“Reimbursement Date”), the amount paid by Issuing Bank such Letter of Credit Issuer under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Loans from the Reimbursement Date until payment by such Requesting Borrowerthe Borrowers. The obligation of the Borrowers to reimburse Issuing Bank a Letter of Credit Issuer for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower the Borrowers may have at any time against the beneficiary. Whether or not the Borrowers submit a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, such Requesting Borrower the Borrowers shall be deemed to have requested a Borrowing of Floating Base Rate Loans in an amount necessary to pay all amounts due Issuing Bank a Letter of Credit Issuer on any Reimbursement Date and each Lender shall agrees to fund its Pro Rata share Share of such Borrowing whether or not any Revolver the Commitments have terminated, an Overadvance overadvance exists or is created thereby, or the conditions in Section 6 Article 8 are satisfied.

Reimbursement; Participations. (a) If the Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower Borrowers shall pay to the Issuing Bank, on the same day (“Reimbursement Date”), the amount paid by the Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Revolver Loans from the Reimbursement Date until payment by such Requesting BorrowerBorrowers. The obligation of Borrowers to reimburse the Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower Borrowers may have at any time against the beneficiary. Whether or not a Borrower submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, such Requesting Borrower Borrowers shall be deemed to have requested a Borrowing of Floating Base Rate Revolver Loans in an amount necessary to pay all amounts due the Issuing Bank on any Reimbursement Date and each Lender shall agrees to fund its Pro Rata share of such Borrowing whether or not any Revolver the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

Reimbursement; Participations. (a) If the Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower the Borrowers shall pay to the Issuing Bank, in Dollars on the same day (the “Reimbursement Date”), the amount paid by the Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Revolving Loans from the Reimbursement Date until payment by such Requesting Borrowerthe Borrowers. The obligation of the Borrowers to reimburse the Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense defense, or other right that Requesting Borrower the Borrowers may have at any time against the beneficiary. Whether or not the Borrower Agent submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, such Requesting Borrower the Borrowers shall be deemed to have requested a Borrowing of Floating Base Rate Revolving Loans in an amount necessary to pay all amounts due the Issuing Bank on any Reimbursement Date and each Lender shall agrees to fund its Pro Rata share of such Borrowing whether or not any Revolver the Revolving Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

Reimbursement; Participations. (a) If Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower Borrowers shall pay to Issuing Bank, on within one Business Day of notice of such payment by the same day Issuing Bank (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Loans from the Reimbursement Date date such Letter of Credit is honored until payment by such Requesting BorrowerBorrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, such Requesting Borrower Borrowers shall be deemed to have requested a Borrowing of Floating Base Rate Loans in an amount necessary to pay all amounts due and owing to Issuing Bank on any Reimbursement Date and each Lender shall agrees to fund its Pro Rata share of such Borrowing whether or not any the Revolver Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfiedsatisfied or waived.

Reimbursement; Participations. (a) If Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower Borrowers shall pay to Issuing Bank, in Dollars on the same day (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Revolver Loans from the Reimbursement Date until payment by such Requesting BorrowerBorrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, such Requesting Borrower Borrowers shall be deemed to have requested a Borrowing of Floating Base Rate Revolver Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender shall agrees to fund its Pro Rata share of such Borrowing whether or not any Revolver the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

Reimbursement; Participations. (a) If an Issuing Bank honors any request for payment under a Letter of Credit, Requesting such Issuing Bank shall give written notice of such payment to Agent and Borrower Agent, and Borrowers shall pay to Issuing BankBank (i) to the extent Borrower Agent receives written notice from the relevant Issuing Bank by 9:00 a.m., on the date of such payment, on the same day and (ii) otherwise, on the immediately succeeding Business Day (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Revolver Loans from the Reimbursement Date until payment by such Requesting BorrowerBorrowers. The Subject to the rights of Borrowers’ under Section 2.3.2(d), the obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, such Requesting Borrower Borrowers shall be deemed to have requested a Borrowing of Floating Base Rate Revolver Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender shall fund its Pro Rata share of such Borrowing whether or not any the Revolver Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 6.2 are satisfied.

Reimbursement; Participations. (a) If Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower Borrowers shall pay to Issuing Bank, on the same day (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Loans from the Reimbursement Date until payment by such Requesting BorrowerBorrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, unless Borrower Agent notifies Agent that such Requesting Borrower payment will be made through other means, Borrowers shall be deemed to have requested a Borrowing of Floating Base Rate Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender shall fund its Pro Rata share of such Borrowing whether or not any Revolver the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

Reimbursement; Participations. (a) If Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower Borrowers shall pay to Issuing Bank, on the same day (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Revolver Loans from the day after the Reimbursement Date until payment by such Requesting BorrowerBorrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, such Requesting Borrower Borrowers shall be deemed to have requested a Borrowing of Floating Base Rate Revolver Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender shall agrees to fund its Pro Rata share of such Borrowing whether or not any Revolver the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

Reimbursement; Participations. (a) If Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower Borrowers shall pay to Issuing Bank, on the same day (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Revolver Loans from the Reimbursement Date until payment by such Requesting BorrowerBorrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, unless Borrower Agent notifies Agent that such Requesting Borrower payment will be made through other means, Borrowers shall be deemed to have requested a Borrowing of Floating Base Rate Revolver Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender shall fund its Pro Rata share of such Borrowing whether or not any Revolver the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

Reimbursement; Participations. (a) If Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower U.S. Borrowers shall pay to Issuing Bank, on the same day (“"Reimbursement Date”"), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Revolver Loans from the Reimbursement Date until payment by such Requesting BorrowerBorrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, such Requesting Borrower U.S. Borrowers shall be deemed to have requested a Borrowing of Floating Base Rate Revolver Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender shall agrees to fund its Pro Rata share of such Borrowing whether or not any Revolver the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

Reimbursement; Participations. (a) If Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower shall pay to Issuing Bank, on the same day (“Reimbursement Date”"REIMBURSEMENT DATE"), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Revolver Loans from the Reimbursement Date until payment by such Requesting Borrower. The obligation of Borrowers Borrower to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower may have at any time against the beneficiary. Whether or not Borrower submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, such Requesting Borrower shall be deemed to have requested a Borrowing of Floating Base Rate Revolver Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender shall agrees to fund its Pro Rata share of such Borrowing whether or not any Revolver the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section SECTION 6 are satisfied.

Reimbursement; Participations. (a) If In the event that Agent or any Issuing Bank honors shall make any request for payment on or pursuant to any LC Obligation, such payment shall then be deemed automatically to constitute a Revolver Loan under Section 2.1.1 regardless of whether a Letter Default or Event of Credit, Requesting Borrower shall pay Default has occurred and is continuing and notwithstanding the Borrowers' failure to Issuing Bank, on satisfy the same day (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Rate Loans from the Reimbursement Date until payment by such Requesting Borrowerconditions precedent in Section 6.2. The obligation of Borrowers to reimburse Issuing Bank Agent and Lenders for payments made with respect to any payment made under a Letter of Credit LC Obligation shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower Borrowers may have at any time against the beneficiary. Whether or not a Notice of Borrowing has been submitted on behalf of a Requesting Borrower, such Requesting Borrower shall be deemed to have requested a Borrowing of Floating Rate Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Each Lender shall fund its Pro Rata share of such Borrowing whether or not any Revolver the Commitments have terminated, an Overadvance exists or is created therebyRevolver Usage exceeds the Borrowing Base, or the conditions in Section 6 are satisfied. The failure of any Lender to make available to Agent or Issuing Bank for Agent's or Issuing Bank's own account its Pro Rata portion of any such Revolver Loan or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent or Issuing Bank its Pro Rata portion, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata portion of any such payment.

Reimbursement; Participations. (ac) If any Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower Borrowers shall pay to such Issuing Bank, on the same day (“Reimbursement Date”), the amount paid by such Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Loans from the Reimbursement Date until date of payment by such Requesting BorrowerBorrowers. The obligation of Borrowers to reimburse an Issuing Bank for any payment made under a Letter of Credit issued by it shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower Borrowers may have at any time against the beneficiary. Whether or not Administrative Borrower submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, such Requesting Borrower Borrowers shall be deemed to have requested a Borrowing of Floating Base Rate Loans in an amount necessary to pay all amounts due to the applicable Issuing Bank on any Reimbursement Date and each Lender shall agrees to fund its Pro Rata share of such Borrowing whether or not any Revolver the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfiedsatisfied (or waived).

Reimbursement; Participations. (a) If Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower Borrowers shall pay to Issuing Bank, on the same day Business Day (the “Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Loans from the Reimbursement Date until payment by such Requesting BorrowerBorrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, unless Borrower Agent notifies Agent that such Requesting Borrower payment will be made through other means, Borrowers shall be deemed to have requested a Borrowing of Floating Base Rate Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender shall fund its Pro Rata share of such Borrowing whether or not any Revolver the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

Reimbursement; Participations. (a) If any Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower Borrowers shall pay to such Issuing Bank, on the same day (“Reimbursement Date”), the 72 amount paid by such Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Loans from the Reimbursement Date until date of payment by such Requesting BorrowerBorrowers. The obligation of Borrowers to reimburse an Issuing Bank for any payment made under a Letter of Credit issued by it shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower Borrowers may have at any time against the beneficiary. Whether or not Administrative Borrower submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, such Requesting Borrower Borrowers shall be deemed to have requested a Borrowing of Floating Base Rate Loans in an amount necessary to pay all amounts due to the applicable Issuing Bank on any Reimbursement Date and each Lender shall agrees to fund its Pro Rata share of such Borrowing whether or not any Revolver the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfiedsatisfied (or waived).

Reimbursement; Participations. (a) If Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower Borrowers shall pay to Issuing Bank, on the same day if demand therefor is received prior to noon and the following day if demand therefor is received after noon (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Revolving Loans from the Reimbursement Date until payment by such Requesting BorrowerBorrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower Borrowers may have at any time against the beneficiary. Whether or not Administrative Borrower submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, such Requesting Borrower Borrowers shall be deemed to have requested a Borrowing of Floating Base Rate Revolving Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender shall agrees to fund its Pro Rata share of such Borrowing whether or not any Revolver the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

Reimbursement; Participations. (a) If any Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower Borrowers shall pay to such Issuing Bank, on the same day (“Reimbursement Date”), the amount paid by such Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Loans from the Reimbursement Date until date of payment by such Requesting BorrowerBorrowers. The obligation of Borrowers to reimburse an Issuing Bank for any payment made under a Letter of Credit issued by it shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower Borrowers may have at any time against the beneficiary. Whether or not Administrative Borrower submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, such Requesting Borrower Borrowers shall be deemed to have requested a Borrowing of Floating Base Rate Loans in an amount necessary to pay all amounts due to the applicable Issuing Bank on any Reimbursement Date and each Lender shall fund its Pro Rata share of such Borrowing whether or not any Revolver Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.Lender

Reimbursement; Participations. (a) If an Issuing Bank honors any request for payment under a Letter of Credit, Requesting such Issuing Bank shall give written notice of such payment to Borrower Agent and Borrowers shall pay to Issuing BankBank (i) to the extent Borrower Agent receives written notice from the relevant Issuing Bank by 9:00 a.m. on the date of such payment, on the same day and (ii) otherwise, on the immediately succeeding Business Day (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Revolver Loans from the Reimbursement Date until payment by such Requesting BorrowerBorrowers. The Subject to the rights of Borrowers’ under Section 2.3.2(d), the obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, such Requesting Borrower Borrowers shall be deemed to have requested a Borrowing of Floating Base Rate Revolver Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender shall fund its Pro Rata share of such Borrowing whether or not any the Revolver Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 6.2 are satisfied.

Reimbursement; Participations. (a) If Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower shall pay to Issuing Bank, on the same day (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Loans from the -41- DM3\8972795.2 Reimbursement Date until payment by such Requesting BorrowerBxxxxxxx. The obligation of Borrowers Borrower to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower may have at any time against the beneficiary. Whether or not Borrower submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, such Requesting Borrower shall be deemed to have requested a Borrowing of Floating Base Rate Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender shall fund its Pro Rata share of such Borrowing whether or not any Revolver the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

Reimbursement; Participations. (a) If the Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower the Borrowers shall pay to the Issuing Bank, in Dollars on the same day (“the "Reimbursement Date”"), the amount paid by the Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Revolving Loans from the Reimbursement Date until payment by such Requesting Borrowerthe Borrowers. The obligation of the Borrowers to reimburse the Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense defense, or other right that Requesting Borrower the Borrowers may have at any time against the beneficiary. Whether or not the Borrower Agent submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, such Requesting Borrower the Borrowers shall be deemed to have requested a Borrowing of Floating Base Rate Revolving Loans in an amount necessary to pay all amounts due the Issuing Bank on any Reimbursement Date and each Lender shall agrees to fund its Pro Rata share of such Borrowing whether or not any Revolver the Revolving Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

Reimbursement; Participations. (ai) If Issuing Bank honors any request for payment under a Revolving Letter of Credit, Requesting Borrower Borrowers shall pay to Issuing Bank, on the same day within one Business Day (“Reimbursement Date”), the amount paid by Issuing Bank under such Revolving Letter of Credit, together with interest at the interest rate for Floating Rate ABR Loans from the Reimbursement Date until payment by such Requesting BorrowerBorrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Revolving Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Revolving Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower Borrowers may have at any time against the beneficiary. Whether or not Lead Borrower submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerRequest, such Requesting Borrower the Borrowers shall be deemed to have requested a Borrowing of Floating Rate Loans an ABR Loan in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Revolving Facility Lender shall agrees to fund its Pro Rata pro rata share of such Borrowing ABR Loan whether or not any Revolver the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 Article IV are satisfied.

Reimbursement; Participations. (a) If Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower Borrowers shall pay to Issuing Bank, on the same day (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Revolver Loans from the Reimbursement Date until payment by Borrowers. Issuing Bank will promptly notify Borrower Agent of any such Requesting Borrowerhonor of a request for payment. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, such Requesting Borrower Borrowers shall be deemed to have requested a Borrowing of Floating Base Rate Revolver Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender shall agrees to fund its Pro Rata share of such Borrowing whether or not any Revolver the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

Reimbursement; Participations. (a) If Issuing Bank honors any request for payment under a Letter of Credit, Requesting Borrower U.S. Borrowers shall pay to Issuing Bank, on the same day (“Reimbursement Date”"REIMBURSEMENT DATE"), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Base Rate Revolver Loans from the Reimbursement Date until payment by such Requesting BorrowerBorrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing has been submitted on behalf of a Requesting BorrowerBorrowing, such Requesting Borrower U.S. Borrowers shall be deemed to have requested a Borrowing of Floating Base Rate Revolver Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender shall agrees to fund its Pro Rata share of such Borrowing whether or not any Revolver the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section SECTION 6 are satisfied.

Reimbursement; Participations. (a) If a. In the event that Agent or any Issuing Bank honors shall make any request for payment on or pursuant to any LC Obligation, such payment shall then be deemed automatically to constitute a Revolver Loan under Section 2.1.1 regardless of whether a Letter Default or Event of Credit, Requesting Borrower shall pay Default has occurred and is continuing and notwithstanding the Borrowers' failure to Issuing Bank, on satisfy the same day (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Floating Rate Loans from the Reimbursement Date until payment by such Requesting Borrowerconditions precedent in Section 6.2. The obligation of Borrowers to reimburse Issuing Bank Agent and Lenders for payments made with respect to any payment made under a Letter of Credit LC Obligation shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower Borrowers may have at any time against the beneficiary. Whether or not a Notice of Borrowing has been submitted on behalf of a Requesting Borrower, such Requesting Borrower shall be deemed to have requested a Borrowing of Floating Rate Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Each Lender shall fund its Pro Rata share of such Borrowing whether or not any Revolver the Commitments have terminated, an Overadvance exists or is created therebyRevolver Usage exceeds the Borrowing Base, or the conditions in Section 6 are satisfied. The failure of any Lender to make available to Agent or Issuing Bank for Agent’s or Issuing Bank’s own account its Pro Rata portion of any such Revolver Loan or payment by Agent under or in respect of a Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to Agent or Issuing Bank its Pro Rata portion, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender’s Pro Rata portion of any such payment.