Common use of Drawings and Reimbursements of Letters of Credit; Funding and Repayment of Participations Clause in Contracts

Drawings and Reimbursements of Letters of Credit; Funding and Repayment of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Bank shall notify the applicable Borrower and the Agent thereof. Not later than 1:00 p.m. (Boston time) on the Honor Date, such Borrower shall reimburse the Issuing Bank through the Agent in an amount equal to the amount of such drawing and in the same currency as such drawing. (ii) If the applicable Borrowers fail to reimburse the Issuing Bank for any drawing under any Letter of Credit (the “Unreimbursed Amount”) on the Honor Date as set forth in Section 2.10.3(i), the Agent shall promptly notify each Bank of the Honor Date, the Unreimbursed Amount and the amount of such Bank’s Commitment Percentage thereof. In such event, the applicable Borrowers shall be deemed to have made a request for a LIBOR Advantage Loan in Dollars to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount calculated as of the Honor Date, without regard to the minimum and multiples specified in Section 2.5.4 but subject to the Revolving Credit Commitment and the applicable conditions set forth in Section 4. Any notice given by the Issuing Bank or the Agent pursuant to this Section 2.10.3(ii) may be given by telephone if immediately confirmed in writing, provided that the lack of such immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (iii) Each Bank shall, upon any notice pursuant to Section 2.10.3(ii), make funds available to the Agent for the account of the Issuing Bank at the Agent’s Head Office in an amount equal to its Commitment Percentage of the Unreimbursed Amount not later than 1:00 p.m. (Boston time) on the Business Day specified in such notice by the Agent, whereupon, subject to the provisions of Section 2.10.3(iv), each such Lender that so makes funds available shall be deemed to have made a LIBOR Advantage Loan in Dollars to the applicable Borrower, in such amount. The Agent shall remit the funds so received to the Issuing Bank. (iv) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Loan because the applicable conditions set forth in Section 4 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Bank’s payment to the Agent for the account of the Issuing Bank pursuant to Section 2.10.3(iii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Bank in satisfaction of its participation obligations under this Section 2.10.3. (v) Until each Bank funds its Commitment Percentage of, as the case may be, the Revolving Loan or L/C Advance pursuant to this Section 2.10.3 to reimburse the Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Bank’s Commitment Percentage of such amount shall be solely for the account of the Issuing Bank. (vi) The obligation of each Bank to make a Revolving Loan or L/C Advances to reimburse the Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.10.3, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Bank may have against the Issuing Bank, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default, or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each such Bank’s obligation to make Revolving Loans pursuant to this Section 2.10.3 is subject to the applicable conditions set forth in Section 4. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Letter of Credit, together with interest as provided herein. (vii) If any Bank fails to make available to the Agent for the account of the Issuing Bank any amount required to be paid by such Bank pursuant to the foregoing provisions of this Section 2.10.3 by the time specified therein, the Issuing Bank shall be entitled to recover from such Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuing Bank at a rate per annum equal to the greater of the Prime Rate and a rate determined by the Issuing Bank in accordance with banking industry rules on interbank compensation. A certificate of the Issuing Bank submitted to any Bank (through the Agent) with respect to any amounts owing under this Section 2.10.3(vii) shall be conclusive absent manifest error. (viii) At any time after the Issuing Bank has made a payment under any Letter of Credit and has received from any Bank such Bank’s L/C Advance in respect of such payment in accordance with this Section 2.10.3, if the Agent receives for the account of the Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from a Borrower or otherwise), the Agent will distribute to such Bank its Commitment Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s L/C Advance was outstanding) in the same funds as those received by the Agent.

Drawings and Reimbursements of Letters of Credit; Funding and Repayment of Participations. (ia) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Bank shall notify the applicable U.S. Borrower or Foreign Borrower and the Administrative Agent thereof. Not later than 1:00 p.m. (Boston time) on the Honor Date, such U.S. Borrower or Foreign Borrower shall reimburse the Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing and in the same currency as such drawing. (iib) If the applicable U.S. Borrowers or Foreign Borrowers fail to reimburse the Issuing Bank for any drawing under any Letter of Credit (the “Unreimbursed Amount”) on the Honor Date as set forth in Section 2.10.3(i§2.2.3(a), the Administrative Agent shall promptly notify each Bank Revolving Credit Lender of the Honor Date, the Unreimbursed Amount and the amount of such BankRevolving Credit Lender’s Commitment Applicable Percentage thereof. In such event, the applicable U.S. Borrowers or Foreign Borrowers shall be deemed to have made a request Loan Request for a LIBOR Advantage Base Rate Loan in Dollars to be disbursed on the Honor Date in an amount equal to the Dollar Equivalent of the Unreimbursed Amount calculated as of the Honor Date, without regard to the minimum and multiples specified in Section 2.5.4 § 2.1.4 but subject to the Revolving Credit Commitment and the applicable conditions set forth in Section 4§ 6. Any notice given by the Issuing Bank or the Administrative Agent pursuant to this Section 2.10.3(ii§ 2.2.3(b) may be given by telephone if immediately confirmed in writing, provided that the lack of such immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (iiic) Each Bank Revolving Credit Lender shall, upon any notice pursuant to Section 2.10.3(ii§ 2.2.3(b), make funds available to the Administrative Agent for the account of the Issuing Bank at the Administrative Agent’s Head Office in an amount equal to its Commitment Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. (Boston time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.10.3(iv§2.2.3(d), each such Lender that so makes funds available shall be deemed to have made a LIBOR Advantage Base Rate Loan in Dollars to the applicable U.S. Borrower or Foreign Borrower, in such amount. The Administrative Agent shall remit the funds so received to the Issuing Bank. (ivd) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Loan because the applicable conditions set forth in Section 4 §6 cannot be satisfied or for any other reason, the applicable U.S. Borrower or Foreign Borrower shall be deemed to have incurred from the Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each BankRevolving Credit Lender’s payment to the Administrative Agent for the account of the Issuing Bank pursuant to Section 2.10.3(iii§2.2.3(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Bank Lender in satisfaction of its participation obligations under this Section 2.10.3§2.2.3. (ve) Until each Bank Revolving Credit Lender funds its Commitment Applicable Percentage of, as the case may be, the Revolving Credit Loan or L/C Advance pursuant to this Section 2.10.3 §2.2.3 to reimburse the Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such BankLender’s Commitment Applicable Percentage of such amount shall be solely for the account of the Issuing Bank. (vif) The obligation of each Bank Revolving Credit Lender to make a Revolving Credit Loan or L/C Advances to reimburse the Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.10.3§2.2.3, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Bank Lender may have against the Issuing Bank, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default, or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each such BankLender’s obligation to make Revolving Credit Loans pursuant to this Section 2.10.3 §2.2.3 is subject to the applicable conditions set forth in Section 4§6. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the U.S. Borrowers or Foreign Borrowers, as applicable, to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Letter of Credit, together with interest as provided herein. (viig) If any Bank Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Issuing Bank any amount required to be paid by such Bank Lender pursuant to the foregoing provisions of this Section 2.10.3 §2.2.3 by the time specified therein, the Issuing Bank shall be entitled to recover from such Bank Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuing Bank at a rate per annum equal to the greater of the Prime Federal Funds Rate and a rate determined by the Issuing Bank in accordance with banking industry rules on interbank compensation. A certificate of the Issuing Bank submitted to any Bank Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.10.3(viiclause (g) shall be conclusive absent manifest error. (viiih) At any time after the Issuing Bank has made a payment under any Letter of Credit and has received from any Bank Revolving Credit Lender such BankLender’s L/C Advance in respect of such payment in accordance with this Section 2.10.3§2.2.3, if the Administrative Agent receives for the account of the Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from a U.S. Borrower or Foreign Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Bank Lender its Commitment Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such BankLender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent. (i) If any payment received by the Administrative Agent for the account of the Issuing Bank pursuant to §2.2.3 is required to be returned under any of the circumstances described in §14.5 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Revolving Credit Lenders under this clause (i) shall survive the payment in full of the Obligations and the termination of this Agreement.

Drawings and Reimbursements of Letters of Credit; Funding and Repayment of Participations. (ia) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Bank shall notify the applicable Borrower and the Administrative Agent thereof. Not later than 1:00 p.m. (Boston time) on the Honor Date, such Borrower shall reimburse the Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing and in the same currency as such drawing. (iib) If the applicable Borrowers fail to reimburse the Issuing Bank for any drawing under any Letter of Credit (the “Unreimbursed Amount”) on the Honor Date as set forth in Section 2.10.3(i§2.2.3(a), the Administrative Agent shall promptly notify each Bank Revolving Credit Lender of the Honor Date, the Unreimbursed Amount and the amount of such BankRevolving Credit Lender’s Commitment Applicable Percentage thereof. In such event, the applicable Borrowers shall be deemed to have made a request Loan Request for a LIBOR Advantage Base Rate Loan in Dollars to be disbursed on the Honor Date in an amount equal to the Dollar Equivalent of the Unreimbursed Amount calculated as of the Honor Date, without regard to the minimum and multiples specified in Section 2.5.4 § 2.1.4 but subject to the Revolving Credit Commitment and the applicable conditions set forth in Section 4§ 6. Any notice given by the Issuing Bank or the Administrative Agent pursuant to this Section 2.10.3(ii§ 2.2.3(b) may be given by telephone if immediately confirmed in writing, provided that the lack of such immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (iiic) Each Bank Revolving Credit Lender shall, upon any notice pursuant to Section 2.10.3(ii§ 2.2.3(b), make funds available to the Administrative Agent for the account of the Issuing Bank at the Administrative Agent’s Head Office in an amount equal to its Commitment Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. (Boston time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.10.3(iv§2.2.3(d), each such Lender that so makes funds available shall be deemed to have made a LIBOR Advantage Base Rate Loan in Dollars to the applicable Borrower, in such amount. The Administrative Agent shall remit the funds so received to the Issuing Bank. (ivd) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Loan because the applicable conditions set forth in Section 4 §6 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each BankRevolving Credit Lender’s payment to the Administrative Agent for the account of the Issuing Bank pursuant to Section 2.10.3(iii§2.2.3(c) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Bank Lender in satisfaction of its participation obligations under this Section 2.10.3§2.2.3. (ve) Until each Bank Revolving Credit Lender funds its Commitment Applicable Percentage of, as the case may be, the Revolving Credit Loan or L/C Advance pursuant to this Section 2.10.3 §2.2.3 to reimburse the Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such BankLender’s Commitment Applicable Percentage of such amount shall be solely for the account of the Issuing Bank. (vif) The obligation of each Bank Revolving Credit Lender to make a Revolving Credit Loan or L/C Advances to reimburse the Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.10.3§2.2.3, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Bank Lender may have against the Issuing Bank, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default, or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each such BankLender’s obligation to make Revolving Credit Loans pursuant to this Section 2.10.3 §2.2.3 is subject to the applicable {B1036286; 2}-29- conditions set forth in Section 4§6. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers Borrowers, as applicable, to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Letter of Credit, together with interest as provided herein. (viig) If any Bank Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Issuing Bank any amount required to be paid by such Bank Lender pursuant to the foregoing provisions of this Section 2.10.3 §2.2.3 by the time specified therein, the Issuing Bank shall be entitled to recover from such Bank Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuing Bank at a rate per annum equal to the greater of the Prime Federal Funds Rate and a rate determined by the Issuing Bank in accordance with banking industry rules on interbank compensation. A certificate of the Issuing Bank submitted to any Bank Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.10.3(viiclause (g) shall be conclusive absent manifest error. (viiih) At any time after the Issuing Bank has made a payment under any Letter of Credit and has received from any Bank Revolving Credit Lender such BankLender’s L/C Advance in respect of such payment in accordance with this Section 2.10.3§2.2.3, if the Administrative Agent receives for the account of the Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from a Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Bank Lender its Commitment Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such BankLender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent. (i) If any payment received by the Administrative Agent for the account of the Issuing Bank pursuant to §2.2.3 is required to be returned under any of the circumstances described in §14.5 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Revolving Credit Lenders under this clause (i) shall survive the payment in full of the Obligations and the termination of this Agreement.

Drawings and Reimbursements of Letters of Credit; Funding and Repayment of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Bank shall notify the applicable Borrower and the Agent thereof. Not later than 1:00 p.m. (Boston time) on the Honor Date, such Borrower shall reimburse the Issuing Bank through the Agent in an amount equal to the amount of such drawing and in the same currency as such drawing. (ii) If the applicable Borrowers fail to reimburse the Issuing Bank for any drawing under any Letter of Credit (the “Unreimbursed Amount”) on the Honor Date as set forth in Section 2.10.3(i), the Agent shall promptly notify each Bank of the Honor Date, the Unreimbursed Amount and the amount of such Bank’s Commitment Percentage thereof. In such event, the applicable Borrowers shall be deemed to have made a request for a LIBOR Advantage Rate Loan in Dollars to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount calculated as of the Honor Date, without regard to the minimum and multiples specified in Section 2.5.4 2.5.5 but subject to the Revolving Credit Commitment and the applicable conditions set forth in Section 4. Any notice given by the Issuing Bank or the Agent pursuant to this Section 2.10.3(ii) may be given by telephone if immediately confirmed in writing, provided that the lack of such immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (iii) Each Bank shall, upon any notice pursuant to Section 2.10.3(ii), make funds available to the Agent for the account of the Issuing Bank at the Agent’s Head Office in an amount equal to its Commitment Percentage of the Unreimbursed Amount not later than 1:00 p.m. (Boston time) on the Business Day specified in such notice by the Agent, whereupon, subject to the provisions of Section 2.10.3(iv), each such Lender Bank that so makes funds available shall be deemed to have made a LIBOR Advantage Loan in Dollars to the applicable Borrower, in such amount. The Agent shall remit the funds so received to the Issuing Bank. (iv) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Loan because the applicable conditions set forth in Section 4 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Bank’s payment to the Agent for the account of the Issuing Bank pursuant to Section 2.10.3(iii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Bank in satisfaction of its participation obligations under this Section 2.10.3. (v) Until each Bank funds its Commitment Percentage of, as the case may be, the Revolving Loan or L/C Advance pursuant to this Section 2.10.3 to reimburse the Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Bank’s Commitment Percentage of such amount shall be solely for the account of the Issuing Bank. (vi) The obligation of each Bank to make a Revolving Loan or L/C Advances to reimburse the Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.10.3, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Bank may have against the Issuing Bank, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default, or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each such Bank’s obligation to make Revolving Loans pursuant to this Section 2.10.3 is subject to the applicable conditions set forth in Section 4. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Letter of Credit, together with interest as provided herein. (vii) If any Bank fails to make available to the Agent for the account of the Issuing Bank any amount required to be paid by such Bank pursuant to the foregoing provisions of this Section 2.10.3 by the time specified therein, the Issuing Bank shall be entitled to recover from such Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuing Bank at a rate per annum equal to the greater of the Prime Rate and a rate determined by the Issuing Bank in accordance with banking industry rules on interbank compensation. A certificate of the Issuing Bank submitted to any Bank (through the Agent) with respect to any amounts owing under this Section 2.10.3(vii) shall be conclusive absent manifest error. (viii) At any time after the Issuing Bank has made a payment under any Letter of Credit and has received from any Bank such Bank’s L/C Advance in respect of such payment in accordance with this Section 2.10.3, if the Agent receives for the account of the Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from a Borrower or otherwise), the Agent will distribute to such Bank its Commitment Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s L/C Advance was outstanding) in the same funds as those received by the Agent.