Common use of Drawings and Reimbursements Clause in Contracts

Drawings and Reimbursements. (i) 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 Borrower and Administrative Agent. Not later than 1:00 p.m. (New York City time) on the date such notice of a drawing has been honored by the applicable Issuing Bank under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “Honor Date”), Borrower shall reimburse such Issuing Bank in an amount equal to the amount of such drawing. If Borrower fails to so reimburse such Issuing Bank by such time, such Issuing Bank shall notify Administrative Agent of the Honor Date and the amount of the unreimbursed drawing (the “Unreimbursed Amount”). In such event, Borrower shall be deemed to have requested a Base Rate Loan from such Issuing Bank to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (in which event the unreimbursed drawing shall no longer be considered an Unreimbursed Amount for all purposes hereunder), without regard to the minimum and multiples specified in Section 2.1 (Loans) for the principal amount of Base Rate Loans or the conditions set forth in Section 3 (Conditions Precedent). Any notice given by an Issuing Bank or Administrative Agent pursuant to this Section 2.2(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Drawings and Reimbursements. (i) 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 L/C Issuer shall notify the Lead Borrower and Administrative Agentthe Lender thereof not less than two (2) Business Days prior to the Honor Date (as defined below); provided, however, that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the L/C Issuer and the Lender with respect to any such payment. Not later than 1:00 p.m. (New York City time) on On the date such notice of a drawing has been honored any payment by the applicable Issuing Bank L/C Issuer under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “Honor Date”), Borrower shall unless (i) the Lead Borrower, in accordance with Section 2.02(b), has requested a Borrowing of LIBO Rate Loans to be disbursed on such date to reimburse such Issuing Bank payment by the L/C Issuer, or (ii) on or before such date the Borrowers have deposited with the L/C Issuer cash in an amount equal sufficient to the amount of such drawing. If Borrower fails to so reimburse such Issuing Bank payment by the L/C Issuer and directed the L/C Issuer that such timecash is to be used to satisfy such payment, such Issuing Bank shall notify Administrative Agent of then the Honor Date and the amount of the unreimbursed drawing (the “Unreimbursed Amount”). In such event, Borrower Borrowers shall be deemed to have requested a Borrowing of Base Rate Loan from such Issuing Bank Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (in which event the unreimbursed drawing shall no longer be considered an Unreimbursed Amount for all purposes hereunder)amount of such payment, without regard to the minimum and multiples specified in Section 2.1 (Loans2.02(b) for the principal amount of Base Rate Loans or Loans, and without regard to whether the conditions set forth in Section 3 (Conditions Precedent)4.02 have been met. Any notice given by an Issuing Bank the L/C Issuer or Administrative Agent the Lender pursuant to this Section 2.2(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided provided, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Drawings and Reimbursements. (i) 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 L/C Issuer shall notify the Borrower and Administrative Agentthereof not less than two (2) Business Days prior to the Honor Date (as defined below; provided, however, that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the L/C Issuer. Not later than 1:00 p.m. (New York City time) on On the date such notice of a drawing has been honored any payment by the applicable Issuing Bank L/C Issuer under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “Honor Date”), Borrower shall reimburse such Issuing Bank in an amount equal to the amount of such drawing. If Borrower fails to so reimburse such Issuing Bank by such time, such Issuing Bank shall notify Administrative Agent of the Honor Date and the amount of the unreimbursed drawing (the “Unreimbursed Amount”). In such event, Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loan from such Issuing Bank Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (in which event the unreimbursed drawing shall no longer be considered an Unreimbursed Amount for all purposes hereunder)amount of such payment, without regard to the minimum and multiples specified in Section 2.1 (Loans2.02(b) for the principal amount of Base Rate Loans or Loans, but subject to the amount of the unutilized portion of the Loan Cap and the conditions set forth in Section 3 4.02 (Conditions Precedentother than the delivery of a Committed Loan Notice). Any notice given by an Issuing Bank or Administrative Agent the L/C Issuer pursuant to this Section 2.2(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. In the event that such Committed Borrowing cannot be made pursuant to the terms hereof, then not later than 11:00 a.m. on the Honor Date, the Borrower shall reimburse the L/C Issuer in an amount equal to the amount of such drawing. With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of any Unreimbursed Amount, which L/C Borrowing shall be due and payable on demand and shall bear interest at the Default Rate for Base Rate Loans.

Drawings and Reimbursements. (i) 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 Borrower and Administrative Agent. Not later than 1:00 p.m. (New York City time) on the date such notice of a drawing has been honored any payment by the applicable Issuing Bank under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “Honor Date”), Borrower shall reimburse such Issuing Bank in an amount equal to the amount of such drawing. If Borrower fails to so reimburse such Issuing Bank by such time, such Issuing Bank shall notify the Administrative Agent of the Honor Date and Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”)) and the Commitment under which such Unreimbursed Amount applies. In such event, Borrower shall be deemed to have requested a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit) from such Issuing Bank, in either case, that is a Base Rate Loan from such Issuing Bank to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (in which event the unreimbursed drawing shall no longer be considered an Unreimbursed Amount for all purposes hereunder)Amount, without regard to the minimum and multiples specified in Section 2.1 2.2 (Revolving Loans) for the principal amount of Base Rate Loans or the conditions set forth in Section 3 (Conditions Precedent). Any notice given by an Issuing Bank or Administrative Agent pursuant to this Section 2.2(c)(i2.3(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Drawings and Reimbursements. (i) 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 Lender shall notify the Borrower and Administrative Agentthereof. Not later than 1:00 p.m. (New York City time) 11:00 a.m. on the date such notice of a drawing has been honored any payment by the applicable Issuing Bank Lender under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “Honor Date”), the Borrower shall reimburse such Issuing Bank the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse such Issuing Bank the Lender by such time, such Issuing Bank the Borrower shall notify Administrative Agent be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date and in an amount equal to the amount of the unreimbursed drawing (the “Unreimbursed Amount”). In such event, Borrower shall be deemed to have requested a Base Rate Loan from such Issuing Bank to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (in which event the unreimbursed drawing shall no longer be considered an Unreimbursed Amount for all purposes hereunder), without regard to the minimum and multiples specified in Section 2.1 (Loans) 2.02 for the principal amount of Base Rate Loans or Loans, but subject to the conditions set forth in Section 3 5.02 (Conditions Precedent)other than the delivery of a Loan Notice) and provided that, after giving effect to such Borrowing, the aggregate outstanding principal amount of all Revolving Loans and all L/C Obligations shall not exceed the Revolving Commitment Amount. Any notice given by an Issuing Bank or Administrative Agent the Lender pursuant to this Section 2.2(c)(i2.03(c) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Section 5.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Lender 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.

Drawings and Reimbursements. (i) 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 Lender shall notify the Borrower and Administrative Agentthereof. Not later than 1:00 2:00 p.m. (New York City timex) on the date such notice of a drawing has been honored any payment by the applicable Issuing Bank Lender under a Letter of Credit in accordance with normal banking procedures in Credit, if the place Borrower received notice of payment such drawing prior to 11:00 a.m., on such date or (y) otherwise on the Business Day immediately following receipt by the Borrower of such notice (each such date, an “Honor Date”), the Borrower shall reimburse such Issuing Bank the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse such Issuing Bank the Lender by such time, such Issuing Bank the Borrower shall notify Administrative Agent be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date and in an amount equal to the amount of the unreimbursed drawing (the “Unreimbursed Amount”). In such event, Borrower shall be deemed to have requested a Base Rate Loan from such Issuing Bank to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (in which event the unreimbursed drawing shall no longer be considered an Unreimbursed Amount for all purposes hereunder), without regard to the minimum and multiples specified in Section 2.1 (Loans) 2.02 for the principal amount of Base Rate Loans or the conditions set forth in Section 3 (Conditions Precedent)Loans. Any notice given by an Issuing Bank or Administrative Agent the Lender pursuant to this Section 2.2(c)(i2.03(c) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any the Letter of Credit of any notice of a drawing under such the Letter of Credit, the applicable Issuing Bank L/C Issuer shall notify Borrower and Administrative Agentthe Company thereof. If the Letter of Credit is denominated in an Alternative Currency, the Company shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Company shall have notified the L/C Issuer promptly following receipt of the notice of drawing that the Company will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars, the L/C Issuer shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 1:00 p.m. (New York City time) 11:00 a.m. on the date such notice of a drawing has been honored any payment by the applicable Issuing Bank L/C Issuer under a the Letter of Credit to be reimbursed in accordance with normal banking procedures Exhibit 10.21 Dollars, or the Applicable Time on the date of any payment by the L/C Issuer under the Letter of Credit to be reimbursed in the place of payment an Alternative Currency (each such date, an “Honor Date”), Borrower the Company shall reimburse such Issuing Bank the L/C Issuer in an amount equal to the amount of such drawing. If Borrower fails to so reimburse such Issuing Bank by such time, such Issuing Bank shall notify Administrative Agent of drawing and in the Honor Date and the amount of the unreimbursed drawing (the “Unreimbursed Amount”). In such event, Borrower shall be deemed to have requested a Base Rate Loan from such Issuing Bank to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (in which event the unreimbursed drawing shall no longer be considered an Unreimbursed Amount for all purposes hereunder), without regard to the minimum and multiples specified in Section 2.1 (Loans) for the principal amount of Base Rate Loans or the conditions set forth in Section 3 (Conditions Precedent). Any notice given by an Issuing Bank or Administrative Agent pursuant to this Section 2.2(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticeapplicable currency.

Drawings and Reimbursements. (i) 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 Borrower and Administrative Agent, and the participating Issuing Banks. Not later than 1:00 p.m. (New York City time) on the date such notice of a drawing has been honored by the applicable Issuing Bank under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “Honor Date”), Borrower shall reimburse such Issuing Bank in an amount equal to the amount of such drawing. If Borrower fails to so reimburse such Issuing Bank by such time, such Issuing Bank shall notify Administrative Agent of the Honor Date and the amount of the unreimbursed drawing (the “Unreimbursed Amount”). In such event, Borrower shall be deemed to have requested a Base Rate Loan from such Issuing Bank to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (in which event the unreimbursed drawing shall no longer be considered an Unreimbursed Amount for all purposes hereunder), without regard to the minimum and multiples specified in Section 2.1 (Loans) for the principal amount of Base Rate Loans or the conditions set forth in Section 3 (Conditions Precedent). Any notice given by an Issuing Bank or Administrative Agent pursuant to this Section 2.2(c)(i2.2(d)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Drawings and Reimbursements. (i) 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 Borrower and Administrative Agent, and the participating Issuing Banks. Not later than 1:00 p.m. (New York City time) on the date such notice of a drawing has been honored by the applicable Issuing Bank under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “Honor Date”), Borrower shall reimburse such Issuing Bank in an amount equal to the amount of such drawing. If Borrower Xxxxxxxx fails to so reimburse such Issuing Bank by such time, such Issuing Bank shall notify Administrative Agent of the Honor Date and the amount of the unreimbursed drawing (the “Unreimbursed Amount”). In such event, Borrower shall be deemed to have requested a Base Rate Loan from such Issuing Bank to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (in which event the unreimbursed drawing shall no longer be considered an Unreimbursed Amount for all purposes hereunder), without regard to the minimum and multiples specified in Section 2.1 (Loans) for the principal amount of Base Rate Loans or the conditions set forth in Section 3 (Conditions Precedent). Any notice given by an Issuing Bank or Administrative Agent pursuant to this Section 2.2(c)(i2.2(d)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Drawings and Reimbursements. (i) 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 L/C Issuer shall notify the Lead Borrower and Administrative Agentthe Lender thereof not less than two (2) Business Days prior to the Honor Date (as defined below); provided, however, that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the L/C Issuer and the Lender with respect to any such payment. Not later than 1:00 p.m. (New York City time) on On the date such notice of a drawing has been honored any payment by the applicable Issuing Bank L/C Issuer under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “Honor Date”), Borrower shall unless (i) the Lead Borrower, in accordance with Section 2.02(b), has requested a Borrowing of LIBO Rate Loans to be disbursed on such date to reimburse such Issuing Bank payment by the L/C Issuer, or (ii) on or before such date the Borrowers have deposited with the L/C Issuer cash in an amount equal sufficient to the amount of such drawing. If Borrower fails to so reimburse such Issuing Bank payment by the L/C Issuer and directed the L/C Issuer that such timecash is to be used to satisfy such payment, such Issuing Bank shall notify Administrative Agent of then the Honor Date and the amount of the unreimbursed drawing (the “Unreimbursed Amount”). In such event, Borrower Borrowers shall be deemed to have requested a Borrowing of Base Rate Loan from such Issuing Bank Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (in which event the unreimbursed drawing shall no longer be considered an Unreimbursed Amount for all purposes hereunder)amount of such payment, without regard to the minimum and multiples specified in Section 2.1 (Loans2.02(b) for the principal amount of Base Rate Loans or Loans, and without regard to whether the conditions set forth in Section 3 (Conditions Precedent)4.02 have been met. Any notice given by an Issuing Bank the L/C Issuer or Administrative Agent the Lender pursuant to this Section 2.2(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided provided, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.. (ii) The Lender’s obligation to make Loans to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which the Lender may have against the L/C Issuer, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing, and without regard to whether the conditions set forth in Section 4.02 have been met. (d)

Drawings and Reimbursements. (i) 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 L/C Issuer shall notify the Borrower and Administrative Agentthereof not less than two (2) Business Days prior to the Honor Date (as defined below; provided, however, that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the L/C Issuer. Not later than 1:00 p.m. (New York City time) on On the date such notice of a drawing has been honored any payment by the applicable Issuing Bank L/C Issuer under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “Honor Date”), Borrower shall reimburse such Issuing Bank in an amount equal to the amount of such drawing. If Borrower fails to so reimburse such Issuing Bank by such time, such Issuing Bank shall notify Administrative Agent of the Honor Date and the amount of the unreimbursed drawing (the “Unreimbursed Amount”). In such event, Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loan from such Issuing Bank Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (in which event the unreimbursed drawing shall no longer be considered an Unreimbursed Amount for all purposes hereunder)amount of such payment, without regard to the minimum and multiples specified in Section 2.1 (Loans2.02(b) for the principal amount of Base Rate Loans or Loans, but subject to the amount of the unutilized portion of the Loan Cap and the conditions set forth in Section 3 4.02 (Conditions Precedentother than the delivery of a Committed Loan Notice). Any notice given by an Issuing Bank or Administrative Agent the L/C Issuer pursuant to this Section 2.2(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. In the event that such Committed Borrowing cannot be made pursuant to the terms hereof, then not later than 11:00 a.m. on the Honor Date,the Borrower shall reimburse the L/C Issuer in an amount equal to the amount of such drawing. With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of any Unreimbursed Amount, which L/C Borrowing shall be due and payable on demand and shall bear interest at the Default Rate for Base Rate Loans.

Drawings and Reimbursements. (i) 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 L/C Issuer shall notify the Borrower and the Administrative AgentAgent thereof. Not later than 1:00 2:00 p.m. (New York City timex) on the date such notice of a drawing has been honored any payment by the applicable Issuing Bank L/C Issuer under a Letter of Credit in accordance with normal banking procedures in Credit, if the place Borrower received notice of payment such drawing prior to 11:00 a.m., on such date, or (y) otherwise on the Business Day immediately following receipt by the Borrower of such notice (each such date, an “Honor Date”), the Borrower shall reimburse such Issuing Bank the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse such Issuing Bank the L/C Issuer by such time, such Issuing Bank shall notify the Administrative Agent shall promptly notify each Lender of the Honor Date and Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loan from such Issuing Bank Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (in which event the unreimbursed drawing shall no longer be considered an Unreimbursed Amount for all purposes hereunder)Amount, without regard to the minimum and multiples specified in Section 2.1 (Loans) 2.02 for the principal amount of Base Rate Loans or Loans, but subject to the amount of the unutilized portion of the Revolving Facility and the conditions set forth in Section 3 4.02 (Conditions Precedentother than the delivery of a Loan Notice). Any notice given by an Issuing Bank the L/C Issuer or the Administrative Agent pursuant to this Section 2.2(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that provided, that, the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Drawings and Reimbursements. (ia) 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 Borrower and Administrative Agentthe Agent thereof. Not later than 1:00 p.m. 11:00 a.m. (New York City time) on the date such notice of a drawing has been honored any payment by the applicable Issuing Bank under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “Honor Date”), the Borrower shall reimburse such the Issuing Bank through the Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse such the Issuing Bank by such time, such Issuing Bank the Agent shall promptly notify Administrative Agent each Lender of the Honor Date and Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loan from such Issuing Bank Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (in which event the unreimbursed drawing shall no longer be considered an Unreimbursed Amount for all purposes hereunder)Amount, without regard to the minimum and multiples specified in Section 2.1 (Loans) 2.03 for the principal amount of Base Rate Loans or Loans, but subject to the amount of the unutilized portion of the Commitments and the conditions set forth in Section 3 5.02 (Conditions Precedentother than the delivery of a Notice of Borrowing). Any notice given by an the Issuing Bank or Administrative the Agent pursuant to this Section 2.2(c)(i3.03(a) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Drawings and Reimbursements. (i) 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 Lender shall notify promptly the Borrower and Administrative Agentthereof. Not later than 1:00 p.m. (New York City time) On the Business Day on which the date such Borrower shall have received notice of a drawing has been honored any payment by the applicable Issuing Bank Lender under a Letter of Credit in accordance with normal banking procedures in or, if the place of payment Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the succeeding Business Day (each such dateapplicable Business Day, an the “L/C Honor Date”), the Borrower shall (regardless of whether or not such Letter of Credit shall be for the sole account of the Borrower or for the joint account of the Borrower and any Subsidiary) reimburse such Issuing Bank the Lender in an amount equal to the amount of such drawingdrawing in Dollars. If the Borrower fails to so reimburse such Issuing Bank by such time, such Issuing Bank shall notify Administrative Agent of the Lender on the L/C Honor Date and (or if any such reimbursement payment is required to be refunded to the Borrower for any reason), then the Borrower shall be deemed to have requested an ABR Revolving Loan in the amount of the such unreimbursed drawing (the “Unreimbursed Amount”). In such event, Borrower Such Revolving Loan shall be deemed to have requested a Base Rate Loan from such Issuing Bank to be disbursed on made by the Honor Date in an amount equal to the Unreimbursed Amount (in which event the unreimbursed drawing shall no longer be considered an Unreimbursed Amount for all purposes hereunder), Lender without regard to the minimum Loan Minimums and multiples specified in Section 2.1 (Loans) for Loan Multiples, or to the principal amount satisfaction of Base Rate Loans or the any conditions precedent set forth in Section 3 4.2 hereof (Conditions Precedentan “L/C Advance”). Any notice given by an Issuing Bank or Administrative Agent the Lender pursuant to this Section 2.2(c)(i2.4(c) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.EXHIBIT 10.1

Drawings and Reimbursements. (i) 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 Borrower and Administrative Agentthereof. Not later than 1:00 p.m. (New York City time) 11:00 a.m. on the date such notice of a drawing has been honored any payment by the applicable Issuing Bank under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “Honor Date”), Borrower shall reimburse such Issuing Bank in an amount equal to the amount of such drawing. If Borrower fails to so reimburse such Issuing Bank by such time, such Issuing Bank Borrower shall notify Administrative Agent be deemed to have requested a Borrowing of a Eurodollar Daily Floating Rate Loan to be disbursed on the Honor Date and in the amount of the unreimbursed drawing (the “Unreimbursed Amount”). In such event, Borrower shall be deemed to have requested a Base Rate Loan from such Issuing Bank to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (in which event the unreimbursed drawing shall no longer be considered an Unreimbursed Amount for all purposes hereunder), without regard to the minimum and multiples specified in Section 2.1 (Loans) 2.02 for the principal amount of Base Rate Loans or Loans, but subject to the amount of the unutilized portion of the Commitment Amount and the conditions set forth in Section 3 4.02 (Conditions Precedentother than the delivery of a Loan Notice) whereupon, subject to the provisions of Section 2.03(c)(ii), Bank shall be deemed to have made a Loan to Borrower in such amount. Any notice given by an Issuing Bank or Administrative Agent pursuant to this Section 2.2(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such any Letter of Credit, the applicable Issuing Bank L/C Issuer shall notify the Borrower of the amount to be paid by the L/C Issuer as a result of such drawing and Administrative Agentthe date on which payment is to be made by the L/C Issuer to the beneficiary of such Letter of Credit in respect of such drawing; provided, however, that in the case of Commercial Letters of Credit, subsequent notification by routine methods shall be deemed sufficient notice. Not later than 1:00 p.m. (New York City time) 9:00 a.m., on the date such notice of a drawing has been honored any payment by the applicable Issuing Bank L/C Issuer under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “Honor Date”) (or such later date and time as the L/C Issuer may agree in a particular instance in its sole discretion), the Borrower shall reimburse such Issuing Bank the L/C Issuer in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse such Issuing Bank the L/C Issuer by such time, such Issuing Bank shall notify Administrative Agent of the Honor Date and the amount of the unreimbursed drawing time (the “Unreimbursed Amount”). In such event, the Borrower shall be deemed to have requested a Revolving Loan Borrowing of Base Rate Loan from such Issuing Bank Loans to be disbursed to the L/C Issuer on the Honor Date in an amount equal to the Unreimbursed Amount (in which event the unreimbursed drawing shall no longer be considered an Unreimbursed Amount for all purposes hereunder)Amount, without regard but subject to the minimum and multiples specified in Section 2.1 (Loans) for the principal amount of Base Rate Loans or the unutilized portion of the Total Commitment and the conditions set forth in Section 3 (Conditions Precedent)3.2. Any notice given by an Issuing Bank or Administrative Agent the L/C Issuer pursuant to this Section 2.2(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Drawings and Reimbursements. (i) 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 Letter of Credit Issuer shall promptly notify Borrower and Administrative AgentAgent thereof. Not later than 1:00 5:00 p.m. on (New York City timex) on the date such notice of a drawing has been honored any payment by the applicable Issuing Bank Letter of Credit Issuer under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “Honor Date”), if Borrower receives such notice on or prior to 12:00 Noon on the Honor Date, or (y) the Business Day immediately following the Honor Date, if Borrower receives such notice after 12:00 Noon on the Honor Date, Borrower shall reimburse such Issuing Bank Letter of Credit Issuer in an amount equal to the amount of such drawing. If Borrower fails to so reimburse such Issuing Bank Letter of Credit Issuer by such time, such Issuing Bank shall notify Administrative Agent shall promptly notify each Lender of the Honor Date and relevant payment date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Pro Rata Share thereof. In such event, Borrower shall be deemed to have requested a Base Borrowing of Prime Rate Loan from such Issuing Bank Loans to be disbursed on the Honor Date relevant payment date in an amount equal to the amount of the Unreimbursed Amount (in which event the unreimbursed drawing shall no longer be considered an Unreimbursed Amount for all purposes hereunder)Amount, without regard to the minimum and multiples specified in Section 2.1 (Loans) 2.4 hereof for the principal amount of Base Prime Rate Loans or Loans, but subject to the conditions amount of the unutilized portion of the Available Loan Amount and the condition set forth in Section 3 (Conditions Precedent6.2(b). Any notice given by an Issuing Bank Letter of Credit Issuer or Administrative Agent pursuant to this Section 2.2(c)(i2.12(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.