Common use of Drawing and Reimbursement Clause in Contracts

Drawing and Reimbursement. The payment by any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance, in the amount of such draft. Upon written demand by any Issuing Bank with an outstanding Letter of Credit Advance to the Administrative Agent requesting reimbursement from each Revolving Credit Lender for such outstanding Letter of Credit Advance, the Administrative Agent shall immediately send notice of such reimbursement demand by facsimile to each Revolving Credit Lender. Upon receipt of such reimbursement demand from the Administrative Agent, each Revolving Credit Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Revolving Credit Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase (based, in the case of any Letter of Credit Advance denominated in an Applicable Letter of Credit Currency other than Dollars, on the Equivalent in Dollars at such time), by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Revolving Credit Lender (based, in the case of any Letter of Credit Advance denominated in an Applicable Letter of Credit Currency other than Dollars, on the Equivalent in Dollars at such time). Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The U.S. Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Advance, provided that notice of such demand is given to the Administrative Agent not later than 11:00 A.M. (New York City

Drawing and Reimbursement. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing Bank shall notify the Company and the Administrative Agent thereof. The payment by any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Letter of Credit US Revolving Advance, which shall be a Base Rate Advance, in the amount of such draft. Upon written demand by any Issuing Bank with an outstanding Letter The Administrative Agent shall promptly notify each US Revolving Lender of Credit Advance such notice, and each US Revolving Lender shall pay to the Administrative Agent requesting reimbursement from each Revolving Credit Lender for such outstanding Letter of Credit Advance, the Administrative Agent shall immediately send notice of such reimbursement demand by facsimile to each Revolving Credit Lender. Upon receipt of such reimbursement demand from the Administrative Agent, each Revolving Credit Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Revolving Credit Lender, such Lender's ’s Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase (based, in the case of any Letter of Credit Advance denominated in an Applicable Letter of Credit Currency other than Dollars, on the Equivalent in Dollars at such time)US Revolving Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent's , in the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit US Revolving Advance to be purchased funded by such Revolving Credit Lender (based, in the case of any Letter of Credit Advance denominated in an Applicable Letter of Credit Currency other than Dollars, on the Equivalent in Dollars at such time)Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The U.S. Borrower hereby agrees to each such sale and assignment. Each US Revolving Credit Lender agrees to purchase fund its Pro Rata Share of an outstanding US Revolving Advance made by an Issuing Bank as a result of a drawing under the Letter of Credit Advance on (iA) the Business Day on which demand therefor is made by the Issuing Bank which made such AdvanceBank, provided that notice of such demand is given not later than 1:00 P.M. (New York City time) on such Business Day, or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any US Revolving Lender shall not have so made the amount of such US Revolving Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent not later than 11:00 A.M. (New York Cityforthwith on demand such amount together with interest thereon, for each day from the date of demand by the applicable Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a US Revolving Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the US Revolving Advance made by the applicable Issuing Bank shall be reduced by such amount on such Business Day. The applicable Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Drawing and Reimbursement. The payment by any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance, in the amount of such draft. Upon written demand by any Issuing Bank with an outstanding Letter of Credit Advance to the Administrative Agent requesting reimbursement from each Revolving Credit Lender for such outstanding Letter of Credit Advance, the Administrative Agent shall immediately send notice of such reimbursement demand by facsimile to each Revolving Credit Lender. Upon receipt of such reimbursement demand from the Administrative Agent, each Revolving Credit Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Revolving Credit Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase (based, in the case of any Letter of Credit Advance denominated in an Applicable Letter of Credit Currency other than Dollars, on the Equivalent in Dollars at such time), by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Revolving Credit Lender (based, in the case of any Letter of Credit Advance denominated in an Applicable Letter of Credit Currency other than Dollars, on the Equivalent in Dollars at such time). Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The U.S. Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Advance, provided that notice of such demand is given to the Administrative Agent not later than 11:00 A.M. (New York CityCity time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given, to the Administrative Agent after such time. Upon any such assignment by an Issuing Bank to any Revolving Credit Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

Drawing and Reimbursement. The payment by any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Letter of Credit Revolving Advance, which shall be a Base Rate Advance, in the amount of such draft. Upon written demand by any such Issuing Bank Bank, with an outstanding Letter of Credit Advance to the Administrative Agent requesting reimbursement from each Revolving Credit Lender for such outstanding Letter of Credit Advance, the Administrative Agent shall immediately send notice a copy of such reimbursement demand by facsimile to each Revolving Credit Lender. Upon receipt of such reimbursement demand from the Administrative Agent, each Revolving Credit US Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign pay to each such Revolving Credit Lender, the Administrative Agent such Lender's ’s Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase (based, in the case of any Letter of Credit Advance denominated in an Applicable Letter of Credit Currency other than Dollars, on the Equivalent in Dollars at such time)Revolving Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent's , in the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Revolving Advance to be purchased funded by such Revolving Credit Lender (based, in the case of any Letter of Credit Advance denominated in an Applicable Letter of Credit Currency other than Dollars, on the Equivalent in Dollars at such time)Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The U.S. Borrower hereby agrees to each such sale and assignment. Each Revolving Credit US Lender agrees to purchase fund its Pro Rata Share of an outstanding Revolving Advance made by an Issuing Bank as a result of a drawing under the Letter of Credit Advance on (iA) the Business Day on which demand therefor is made by the Issuing Bank which made such AdvanceBank, provided that notice of such demand is given to the Administrative Agent not later than 11:00 A.M. (New York CityCity time) on such Business Day, or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any US Lender shall not have so made the amount of such Revolving Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the applicable Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Advance made by the applicable Issuing Bank shall be reduced by such amount on such Business Day.

Drawing and Reimbursement. The payment by any the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by such the Issuing Bank of a U.S. Letter of Credit Advance, which shall initially be a Base Rate AdvanceAdvance (and which may be Converted pursuant to and in accordance with Section 2.06), in the amount of such draft. Upon written demand by any Issuing Bank with an outstanding Letter of Credit Advance to the Administrative Agent requesting reimbursement from each Revolving Credit Lender for such outstanding Letter of Credit Advance, the Administrative Agent shall immediately send notice of such reimbursement demand by facsimile payment to each Revolving Credit Lender. Upon receipt of such reimbursement demand from the Administrative Agent, each U.S. Revolving Credit Lender shall purchase from such the Issuing Bank, and such the Issuing Bank shall sell and assign to each such U.S. Revolving Credit Lender, such Lender's ’s Pro Rata Share of such outstanding U.S. Letter of Credit Advance as of the date of such purchase (based, in the case of any Letter of Credit Advance denominated in an Applicable Letter of Credit Currency other than Dollars, on the Equivalent in Dollars at such time)purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such the Issuing Bank, by deposit to the Administrative Agent's ’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such U.S. Letter of Credit Advance to be purchased by such Revolving Credit Lender (based, in the case of any Letter of Credit Advance denominated in an Applicable Letter of Credit Currency other than Dollars, on the Equivalent in Dollars at such time)Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such the Issuing Bank. The U.S. Borrower hereby agrees to each such sale and assignment. Each U.S. Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding U.S. Letter of Credit Advance on (i) the Business Day on which notification is given by the Issuing Bank of a draft on a Letter of Credit; provided notice of such draft is given not later than 12:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such notice if notice of such draft is given after such time. Upon any such assignment by the Issuing Bank to any other U.S. Revolving Credit Lender of a portion of a U.S. Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such U.S. Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any U.S. Revolving Credit Lender shall not have so made the amount of such U.S. Letter of Credit Advance available to the Administrative Agent, such U.S. Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand therefor such amount together with interest thereon, for each day from the date of notice by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a U.S. Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the U.S. Letter of Credit Advance made by the Issuing Bank which shall be reduced by such amount on such Business Day. Each U.S. Letter of Credit Advance made by the Issuing Bank in respect of a Letter Credit and each assignment of an interest in such Advance, provided that notice U.S. Letter of such demand is given Credit Advance to the Administrative Agent not later than 11:00 A.M. (New York CityU.S. Revolving Credit Lenders shall be deemed to be a single Borrowing of U.S. Letter of Credit Advances.