Common use of DISBURSEMENTS; CONVERSION TO LOANS Clause in Contracts

DISBURSEMENTS; CONVERSION TO LOANS. Each Issuer of a Letter of Credit issued pursuant to either Facility will notify the Borrower which requested the issuance of such Letter of Credit and the applicable Agent promptly of the presentment for payment of such Letter of Credit, together with notice of the date (the "DISBURSEMENT DATE") such payment shall be made (each such payment, a "DISBURSEMENT"). Subject to the terms and provisions of such Letter of Credit and this Agreement, such Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. On the first Business Day following the Disbursement Date (the "REIMBURSEMENT DUE DATE") such Borrower will reimburse the applicable Agent for the account of the Issuer of such Letter of Credit, for all amounts which such Issuer has disbursed under such Letter of Credit, together with interest thereon at the rate per annum otherwise applicable to Loans under such Facility (which shall, in the case of the Canadian Facility, be Canadian Prime Rate Loans and, in the case of the U.S. Facility, be U.S. Base Rate Loans) from and including the Disbursement Date to but excluding the Reimbursement Due Date and, thereafter (unless such Disbursement is converted into Canadian Prime Rate Loans or U.S. Base Rate Loans, as appropriate, on the Reimbursement Due Date), at a rate per annum equal to the rate per annum then in effect with respect to such overdue Canadian Prime Rate Loans or U.S. Base Rate Loans, as the case may be, pursuant to SECTION 5.2.2 for the period from the Reimbursement Due Date through the date of such reimbursement; PROVIDED, HOWEVER, that, if no Default shall have then occurred and be continuing, unless such Borrower has notified the applicable Agent no later than one Business Day prior to the Reimbursement Due Date that it will reimburse such Issuer for such Disbursement, then the amount of the Disbursement shall be deemed to be a Borrowing under such Facility (which shall, in the case of the Canadian Facility, be Canadian Prime Rate Loans and, in the case of the U.S. Facility, be U.S. Base Rate Loans) and following the giving of notice thereof by the applicable Agent to the RL Lenders under such Facility, each such RL Lender under such Facility (other than such Issuer) will deliver to such Issuer on the 77 Reimbursement Due Date immediately available funds in an amount equal to such Lender's Percentage of such Borrowing. Each conversion of Disbursement amounts into a Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Borrowing all of the statements set forth in SECTION 7.2.1 and 7.2.2 are true and correct.

DISBURSEMENTS; CONVERSION TO LOANS. Each The Issuer of a Letter of Credit issued pursuant to either a Facility will notify the Borrower which requested the issuance of such Letter of Credit and the applicable Agent promptly of the presentment for payment of such Letter of Credit, together with notice of the date (the "DISBURSEMENT DATEDisbursement Date") such payment shall be made (each such payment, a "DISBURSEMENTDisbursement"). Subject to the terms and provisions of such Letter of Credit and this Agreement, such Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. On the first Business Day following the Disbursement Date (the "REIMBURSEMENT DUE DATEReimbursement Due Date") such Borrower will reimburse the applicable Agent for the account of the Issuer of such Letter of Credit, for all amounts which such Issuer has disbursed under such Letter of Credit, together with interest thereon at the rate per annum otherwise applicable to Loans under such Facility (which shall, in the case of the Canadian FacilityUS Credit Facilities, be Canadian Prime Rate Loans and, in the case of the U.S. Facility, be U.S. US Base Rate Loans) from and including the Disbursement Date to but excluding the Reimbursement Due Date and, thereafter (unless such Disbursement is converted into Canadian Prime Rate UK Loans or U.S. US Base Rate Loans, as appropriate, on the Reimbursement Due Date), at a rate per annum equal to the rate per annum then in effect with respect to such overdue Canadian Prime Rate UK Loans or U.S. US Base Rate Loans, as the case may be, pursuant to SECTION Section 5.2.2 for the period from the Reimbursement Due Date through the date of such reimbursement; PROVIDEDprovided, HOWEVERhowever, that, if no Default shall have then occurred and be continuing, unless such Borrower has notified the applicable Agent no later than one Business Day prior to the Reimbursement Due Date that it will reimburse such Issuer for such Disbursement, then the amount of the Disbursement shall be deemed to be a Borrowing under such Facility (which shall, in the case of the Canadian FacilityUS Credit Facilities, be Canadian Prime Rate Loans and, in the case of the U.S. Facility, be U.S. US Base Rate Loans) and following the giving of notice thereof by the applicable Agent to the RL Lenders under such Facility, each such RL Lender under such Facility (other than such Issuer) will deliver to such Issuer on the 77 Reimbursement Due Date immediately available funds in an amount equal to such Lender's Percentage of such Borrowing. Each conversion of Disbursement amounts into a Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Borrowing all of the statements set forth in SECTION Sections 7.2.1 and 7.2.2 are true and correct.

DISBURSEMENTS; CONVERSION TO LOANS. Each Issuer of a Letter of Credit issued pursuant to either Facility will notify the Borrower which requested the issuance of such Letter of Credit and the applicable Agent promptly of the presentment for payment of such Letter of Credit, together with notice of the date (the "DISBURSEMENT DATE") such payment shall be made (each such payment, a "DISBURSEMENT"). Subject to the terms and provisions of such Letter of Credit and this Agreement, such Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. On the first Business Day following the Disbursement Date (the "REIMBURSEMENT DUE DATE") such Borrower will reimburse the applicable Agent for the account of the Issuer of such Letter of Credit, for all amounts which such Issuer has disbursed under such Letter of Credit, together with interest thereon at the rate per annum otherwise applicable to Loans under such Facility (which shall, in the case of the Canadian Facility, be Canadian Prime Rate Loans and, in the case of the U.S. Facility, be U.S. Base Rate Loans) from and including the Disbursement Date to but excluding the Reimbursement Due Date and, thereafter (unless such Disbursement is converted into Canadian Prime Rate Loans or U.S. Base Rate Loans, as appropriate, on the Reimbursement Due Date), at a rate per annum equal to the rate per annum then in effect with respect to such overdue Canadian Prime Rate Loans or U.S. Base Rate Loans, as the case may be, pursuant to SECTION 5.2.2 for the period from the Reimbursement Due Date through the date of such reimbursement; PROVIDED, HOWEVER, that, if no Default shall have then occurred and be continuing, unless such Borrower has notified the applicable Agent no later than one Business Day prior to the Reimbursement Due Date that it will reimburse such Issuer for such Disbursement, then the amount of the Disbursement shall be deemed to be a Borrowing under such Facility (which shall, in the case of the Canadian Facility, be Canadian Prime Rate Loans and, in the case of the U.S. Facility, be U.S. Base Rate Loans) and following the giving of notice thereof by the applicable Agent to the RL Lenders under such Facility, each such RL Lender under such Facility (other than such Issuer) will deliver to such Issuer on the 77 Reimbursement Due Date immediately available funds in an amount equal to such Lender's Percentage of such Borrowing. Each conversion of Disbursement amounts into a Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Borrowing all of the statements set forth in SECTION SECTIONS 7.2.1 and 7.2.2 are true and correct.

DISBURSEMENTS; CONVERSION TO LOANS. Each The Issuer of a Letter of Credit issued pursuant to either Facility will notify the Borrower which requested the issuance of such Letter of Credit Company and the applicable Administrative Agent promptly of the presentment for payment of such any drawing under any Letter of CreditCredit issued by the Issuer, together with notice of the date (the "DISBURSEMENT DATE"“Disbursement Date”) such payment shall is required to be made (each such payment, a "DISBURSEMENT"“Disbursement”); provided that the failure of an Issuer to give such notice shall not affect the Reimbursement Obligations of the Borrowers hereunder. Subject to the terms and provisions of such Letter of Credit and this AgreementCredit, such the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. On the first Business Day following Credit on the Disbursement Date Date. Immediately, and in any event prior to 12:00 noon, New York City time, on the Disbursement Date, the Borrowers will (the "REIMBURSEMENT DUE DATE"jointly and severally) such Borrower will reimburse the applicable Agent Administrative Agent, for the account of the Issuer of such Letter of CreditIssuer, for all amounts which such the Issuer has disbursed under such Letter of Credit, together with interest thereon at the rate per annum otherwise applicable to Loans under such Facility (which shallwithout presentment, in the case demand, protest or other formalities of the Canadian Facility, be Canadian Prime Rate Loans and, in the case of the U.S. Facility, be U.S. Base Rate Loans) from and including the Disbursement Date to but excluding the Reimbursement Due Date and, thereafter (unless such Disbursement is converted into Canadian Prime Rate Loans or U.S. Base Rate Loans, as appropriate, on the Reimbursement Due Date), at any kind. Unless a rate per annum equal to the rate per annum then in effect with respect to such overdue Canadian Prime Rate Loans or U.S. Base Rate Loans, as the case may be, pursuant to SECTION 5.2.2 for the period from the Reimbursement Due Date through the date of such reimbursement; PROVIDED, HOWEVER, that, if no Default shall have then occurred and be continuing, unless such Borrower has notified the applicable Administrative Agent no later than one Business Day prior to the Reimbursement Due Disbursement Date that it will reimburse such the Issuer for the applicable Disbursement with funds other than the proceeds of Revolving Credit Loans or delivered to the Administrative Agent a Borrowing Request for Revolving Credit Loans in an amount equal to such Disbursement, then the Borrowers will be deemed to have given a Borrowing Request to the Administrative Agent requesting that the Lenders make Revolving Credit Loans which shall be Base Rate Loans on the Disbursement Date in an amount equal to such Disbursement (or lesser amount if the aggregate amount of the Disbursement Revolving Credit Loans available pursuant to Section 2.1.3 is less than the Disbursement); provided, that, such Revolving Credit Loans shall be deemed subject to be a Borrowing under such Facility (which A) the satisfaction of the conditions in Article V and (B) the existence of Revolving Credit Loan availability pursuant to Section 2.1.3 hereof (after giving effect to repayment of the applicable Reimbursement Obligations with the proceeds of the proposed Revolving Credit Loans). Subject to the preceding sentence, if so requested by the Administrative Agent, each of the Lenders shall, in the case of the Canadian Facility, be Canadian Prime Rate Loans and, in the case of the U.S. Facility, be U.S. Base Rate Loans) and following the giving of notice thereof by the applicable Agent to the RL Lenders under such Facility, each such RL Lender under such Facility (other than such Issuer) will deliver to such Issuer on the 77 Reimbursement Due Date immediately available funds date of such Disbursement, make such Revolving Credit Loans in an amount equal to such Lender's ’s Percentage of such BorrowingBorrowing or the aggregate amount of the Revolving Credit Loans available pursuant to Section 2.1.3, as applicable, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the applicable Issuer to the extent of such proceeds. If the Borrowers fail to reimburse the applicable Issuer as provided above for any reason, including failure to satisfy the conditions of Article V or insufficient unused Revolving Credit Loan availability pursuant to Section 2.1.3, such Issuer shall promptly notify the Administrative Agent and the Administrative Agent shall notify each Lender of the unreimbursed amount of such Disbursement and of such Lender’s respective participation therein based on such Lender’s Percentage. Each conversion Lender will pay to the Administrative Agent for the account of Disbursement amounts into a Borrowing shall constitute a representation and warranty by such Borrower that the applicable Issuer on the date of such Borrowing notice, in immediately available funds, an amount equal to such Lender’s Percentage of such unreimbursed Disbursement (or, if such notice is made after 1:00 p.m. (New York, New York time) on such date, on the next succeeding Business Day). If any Lender fails to make available to such Issuer, in immediately available funds, the amount of such Lender’s Percentage in such unreimbursed Disbursement as provided in this Section 2.6.2, such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Rate for one Business Day and thereafter at the Base Rate for each day such amount remains unpaid to the Issuer. Nothing in this Section 2.6.2 shall be deemed to prejudice the right of any Lender to recover from such Issuer any amounts made available by such Lender to such Issuer pursuant to this Section 2.6.2 if it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuer was wrongful and such wrongful payment was the result of gross negligence or willful misconduct on the part of such Issuer. The applicable Issuer shall pay to the Administrative Agent, and the Administrative Agent to each Lender, such Lender’s Percentage of all amounts received from the Borrowers for payment, in whole or in part, of the statements set forth Reimbursement Obligations in SECTION 7.2.1 and 7.2.2 are true and correctrespect of any Letter of Credit, but only to the extent such Lender has made payment to such Issuer in respect of such Letter of Credit pursuant to this Section 2.6.2.