Common use of Draws upon Letters of Credit; Reimbursement Obligation Clause in Contracts

Draws upon Letters of Credit; Reimbursement Obligation. In the event of any drawing under any Letter of Credit by the beneficiary thereof, the applicable Facing Agent shall give telephonic notice to the Borrower and the Administrative Agent (x) confirming such drawing and (y) of the date on or before which such Facing Agent intends to honor such drawing, and the Borrower shall reimburse the applicable Facing Agent on the day on which such drawing is honored in an amount in same day funds equal to the amount of such drawing (each such amount so paid until reimbursed, an “Unpaid Drawing”); provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Borrower shall have notified the Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. (New York City time) on the Business Day on which the applicable Facing Agent intends to honor such drawing that the Borrower intends to reimburse the applicable Facing Agent for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting each Revolving Lender to make Dollar denominated Base Rate Loans on the date on which such drawing is honored in an amount equal to the Dollar Equivalent of the amount of such drawing and the Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any of the events described in Section 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.9(d) shall apply), each such Lender shall, on the date such drawing is honored, make Revolving Loans which are Base Rate Loans in the amount of its Pro Rata Share of the Dollar Equivalent of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the applicable Facing Agent for the amount of such drawing; and provided, further, that, if for any reason, proceeds of Revolving Loans are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the date such drawing is honored, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a).

Draws upon Letters of Credit; Reimbursement Obligation. In the event of any drawing under any Letter of Credit by the beneficiary thereof, the applicable Facing Agent shall give telephonic notice to the Borrower and the Administrative Agent (x) confirming such drawing and (y) of the date on or before which such Facing Agent intends to honor such drawing, and the Borrower shall reimburse the applicable Facing Agent on the day on which such drawing is honored in an amount in same day funds and like currency equal to the amount of such drawing (each such amount so paid until reimburseddrawing; PROVIDED, an “Unpaid Drawing”); provided, howeverHOWEVER, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Borrower shall have notified the Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. 11:00 A.M. (New York City time) on the Business Day on which the applicable Facing Agent intends to honor such drawing that the Borrower intends to reimburse the applicable Facing Agent for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting each Revolving Lender to make Dollar denominated Revolving Loans which are Base Rate Loans on the date on which such drawing is honored in an amount equal to the Dollar Equivalent of the amount of such drawing and the Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any subject to satisfaction or waiver of the events described conditions specified in Section 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.9(d) shall apply)SECTION 6.2, each such Lender shall, on the date of such drawing is honoreddrawing, make Revolving Loans which are Base Rate Loans in the amount of its Pro Rata Share of the Dollar Equivalent Commitment Percentage of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the applicable Facing Agent for the amount of such drawing; and providedPROVIDED, furtherFURTHER, that, if for any reason, proceeds of Revolving Loans are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the date of such drawing is honoreddrawing, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section SECTION 3.1(a).

Draws upon Letters of Credit; Reimbursement Obligation. In the event of any drawing under any Letter of Credit by the beneficiary thereofthereof (each such drawing until reimbursed, the applicable an "Unpaid Drawing"), Facing Agent shall give telephonic notice to the Borrower and the Administrative Agent (x) confirming such drawing and (y) of the date on or before which such Facing Agent intends to honor such drawing, and the Borrower shall reimburse the applicable Facing Agent on the day on which such drawing is honored in an amount in same day funds and like currency equal to the amount of such drawing (each such amount so paid until reimbursed, an “Unpaid Drawing”)drawing; provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Borrower shall have notified the Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. 11:00 A.M. (New York City time) on the Business Day on which the applicable Facing Agent intends to honor such drawing that the Borrower intends to reimburse the applicable Facing Agent for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting each Revolving Lender to make Dollar denominated Revolving Loans which are Base Rate Loans on the date on which such drawing is honored in an amount equal to the Dollar Equivalent of the amount of such drawing and the Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any subject to satisfaction or waiver of the events described conditions specified in Section 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.9(d) shall apply)6.3, each such Revolving Lender shall, on the date of such drawing is honoreddrawing, make Revolving Loans which are Base Rate Loans in the amount of its Pro Rata Share of the Dollar Equivalent Commitment Percentage of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the applicable Facing Agent for the amount of such drawing; and provided, further, that, if for any reason, proceeds of Revolving Loans are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the date of such drawing is honoreddrawing, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a).

Draws upon Letters of Credit; Reimbursement Obligation. (i) In the event of any drawing under any Letter of Credit (other than a Rollover Letter of Credit) by the beneficiary thereof, the applicable Facing Agent shall give telephonic written notice to the Borrower and the Administrative Agent (x) confirming such drawing and (y) of the date on or before which such Facing Agent intends to honor such drawing, and the Borrower shall reimburse the applicable Facing Agent on the day on which such drawing is honored in an amount in same day funds and like currency equal to the amount of such drawing (each such amount so paid until reimbursed, an “Unpaid Drawing”)drawing; provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (iA) unless the Borrower shall have notified the Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. 11:00 A.M. (New York City time) on the Business Day on which the applicable Facing Agent intends to honor such drawing that the Borrower intends to reimburse the applicable Facing Agent for the amount of such drawing with funds other than the proceeds of Revolving Working Capital Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting each Revolving Lender to make Dollar denominated Working Capital Loans which are Base Rate Loans on the date on which such drawing is honored in an amount equal to the Dollar Equivalent of the amount of such drawing and the Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (iiB) unless any of the events described in Section 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.9(d) shall apply), ) each such Lender shall, on the date of such drawing is honoreddrawing, make Revolving Working Capital Loans which are Base Rate Loans in the amount of its Revolver Pro Rata Share of the Dollar Equivalent of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the applicable Facing Agent for the amount of such drawing; and provided, further, that, if for any reason, proceeds of Revolving Working Capital Loans are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the date of such drawing is honoreddrawing, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Revolving Working Capital Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a). (ii) In the event of any drawing under any Rollover Letter of Credit by the beneficiary thereof, Facing Agent shall give written notice to Borrower and Agent (which notice Agent shall promptly transmit to the Term A Lenders) confirming such drawing and of the date on or before which Facing Agent intends to honor such drawing. Borrower shall be deemed to have timely given a Notice of Borrowing to Agent requesting each Term A Lender to make Term A Loans which are Base Rate Loans on the date on which such drawing is honored in an amount equal to the amount of such drawing and unless any of the events described in Section 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.9(d) shall apply) each Term A Lender shall, on the date of such drawing, make Term A Loans which are Base Rate Loans in the amount of its Term A Pro Rata Share of such drawing, the proceeds of which shall be applied directly by Agent to reimburse Facing Agent for the amount of such drawing; provided, further, that, if for any reason, proceeds of Term A Loans are not received by Facing Agent on such date in an amount equal to the amount of such drawing, Borrower shall reimburse Facing Agent, on the Business Day immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Term A Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a).

Draws upon Letters of Credit; Reimbursement Obligation. In the event of any drawing under any Letter of Credit by the beneficiary thereofthereof (each such drawing until reimbursed, the applicable an "Unpaid Drawing"), Facing Agent shall give telephonic notice to the Borrower and the Administrative Agent (x) confirming such drawing and (y) of the date on or before which such Facing Agent intends to honor such drawing, and the Borrower shall reimburse the applicable Facing Agent on the day on which such drawing is honored in an amount in same day funds and like currency equal to the amount of such drawing (each such amount so paid until reimbursed, an “Unpaid Drawing”)drawing; provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Borrower shall have notified the Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. 11:00 A.M. (New York City time) on the Business Day on which the applicable Facing Agent intends to honor such drawing that the Borrower intends to reimburse the applicable Facing Agent for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting each Revolving Lender to make Dollar denominated Base Rate Loans on the date on which such drawing is honored in an amount equal to the Dollar Equivalent of the amount of such drawing and the Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any subject to satisfaction or waiver of the events described conditions specified in Section 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.9(d) shall apply)6.2, each such Lender shall, on the date of such drawing is honoreddrawing, make Revolving Loans which are Base Rate Loans in the amount of its Pro Rata Share of the Dollar Equivalent Commitment Percentage of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the applicable Facing Agent for the amount of such drawing; and provided, further, that, if for any reason, proceeds of Revolving Loans are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the date of such drawing is honoreddrawing, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a).

Draws upon Letters of Credit; Reimbursement Obligation. In the event of any drawing under any Letter of Credit by the beneficiary thereof, the applicable Facing Agent shall give telephonic notice to the Borrower and the Administrative Agent (x) confirming such drawing and (y) of the date on or before which such Facing Agent intends to honor such drawing, and the Borrower shall reimburse the applicable Facing Agent on the day on which such drawing is honored in an amount in same day funds equal to the amount of such drawing (each such amount so paid until reimbursed, an “Unpaid Drawing”)drawing; provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Borrower shall have notified the Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. (New York City time) on the Business Day on which the applicable Facing Agent intends to honor such drawing that the Borrower intends to reimburse the applicable Facing Agent for the amount of such drawing with funds other than the proceeds of Domestic Revolving LoansLoans (in the case of a Domestic LC Obligation) or Multicurrency Revolving Loans (in the case of a Multicurrency LC Obligation), the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting each Domestic Revolving Lender or Multicurrency Revolving Lender, as the case may be, to make Dollar denominated Domestic Revolving Loans or Multicurrency Revolving Loans, as the case may be, which are Base Rate Loans on the date on which such drawing is honored in an amount equal to the Dollar Equivalent of the amount of such drawing and the Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any of the events described in Section 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.9(d2.10(d) shall apply), each such Lender shall, on the date such drawing is honored, make Domestic Revolving Loans or Multicurrency Revolving Loans, as the case may be, which are Base Rate Loans in the amount of its Domestic Revolver Pro Rata Share or Multicurrency Revolving Loans in the amount of its Multicurrency Revolver Pro Rata Share, as the case may be, of the Dollar Equivalent of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the applicable Facing Agent for the amount of such drawing; and provided, further, that, if for any reason, proceeds of Domestic Revolving Loans or Multicurrency Revolving Loans, as the case may be, are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the date such drawing is honored, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Domestic Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a).

Draws upon Letters of Credit; Reimbursement Obligation. In the ------------------------------------------------------ event of any drawing under any Letter of Credit by the beneficiary thereof, the applicable Facing Agent shall give telephonic notice to the Borrower and the Administrative Agent (x) confirming such drawing and (y) of the date on or before which such Facing Agent intends to honor such drawing, and the Borrower shall reimburse the applicable Facing Agent on the day on which such drawing is honored in an amount in same day funds equal to the amount of such drawing (each such amount so paid until reimbursed, an “Unpaid Drawing”)drawing; provided, however, that, anything contained in this Agreement to the contrary -------- ------- notwithstanding, (i) unless the Borrower shall have notified the Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. (New York City time) on the Business Day on which the applicable Facing Agent intends to honor such drawing that the Borrower intends to reimburse the applicable Facing Agent for the amount of such drawing with funds other than the proceeds of Domestic Revolving LoansLoans (in the case of a Domestic LC Obligation) or Multicurrency Revolving Loans (in the case of a Multicurrency LC Obligation), the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting each Domestic Revolving Lender or Multicurrency Revolving Lender, as the case may be, to make Dollar denominated Domestic Revolving Loans or Multicurrency Revolving Loans, as the case may be, which are Base Rate Loans on the date on which such drawing is honored in an amount equal to the Dollar Equivalent of the amount of such drawing and the Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any of the events described in Section 10.1(e) or 10.1(f) shall have occurred (in which --------------- ------- event the procedures of Section 2.9(d2.10(d) shall apply), each such Lender shall, on --------------- the date such drawing is honored, make Domestic Revolving Loans or Multicurrency Revolving Loans, as the case may be, which are Base Rate Loans in the amount of its Domestic Revolver Pro Rata Share or Multicurrency Revolving Loans in the amount of its Multicurrency Revolver Pro Rata Share, as the case may be, of the Dollar Equivalent of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the applicable Facing Agent for the amount of such drawing; and provided, further, that, if for any reason, -------- ------- proceeds of Domestic Revolving Loans or Multicurrency Revolving Loans, as the case may be, are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the date such drawing is honored, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Domestic Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a).. --------------

Draws upon Letters of Credit; Reimbursement Obligation. In the event of any drawing under any Letter of Credit by the beneficiary thereof, the applicable Facing Agent shall give telephonic notice to the Borrower and the Administrative Agent (x) confirming such drawing and (y) of the date on or before which such Facing Agent intends to honor such drawing, and the Borrower shall reimburse the applicable Facing Agent on the day on which such drawing is honored in an amount in same day funds and like currency equal to the amount of such drawing (each such amount so paid until reimbursed, an “Unpaid Drawing”)drawing; provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Borrower shall have notified the Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. 11:00 A.M. (New York City time) on the Business Day on which the applicable Facing Agent intends to honor such drawing that the Borrower intends to reimburse the applicable Facing Agent for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting each Revolving Lender to make Dollar denominated Revolving Loans which are Base Rate Loans on the date on which such drawing is honored in an amount equal to the Dollar Equivalent of the amount of such drawing and the Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any subject to satisfaction or waiver of the events described conditions specified in Section 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.9(d) shall apply)6.2, each such Revolving Lender shall, on the date of such drawing is honoreddrawing, make Revolving Loans which are Base Rate Loans in the amount of its Pro Rata Share of the Dollar Equivalent Commitment Percentage of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the applicable Facing Agent for the amount of such drawing; and provided, further, that, if for any reason, proceeds of Revolving Loans are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the date of such drawing is honoreddrawing, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a).

Draws upon Letters of Credit; Reimbursement Obligation. In the event of any drawing under any Letter of Credit by the beneficiary thereof, the applicable Facing Agent Bank shall give telephonic notice to the Borrower Funds Administrator and the Administrative Agent (x) confirming such drawing and (y) of the date on or before which such Facing Agent Bank intends to honor such drawing, and the Borrower Borrowers shall reimburse the applicable Facing Agent Bank on the day on which such drawing is honored in an amount in same day funds and like currency equal to the amount and currency of such drawing (each such amount so paid until reimburseddrawing; PROVIDED, an “Unpaid Drawing”); provided, howeverHOWEVER, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Borrower Funds Adminstrator shall have notified the Administrative Agent and the applicable Facing Agent Bank prior to 10:00 a.m. A.M. (New York City time) on the Business Day on which the applicable Facing Agent Bank intends to honor such drawing that the Borrower intends Borrowers intend to reimburse the applicable Facing Agent Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Borrower Funds Administrator shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting each Revolving Lender having a Revolving Commitment to make Dollar denominated Revolving Loans which are Base Rate Loans on the date on which such drawing is honored in an amount equal to the Dollar Equivalent of the amount of such drawing and the Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Revolving Lenders thereof and (ii) unless any of the events described in Section SECTIONS 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.9(dSECTION 2.3(d) shall apply), each such Lender shall, on the date of such drawing is honoreddrawing, make Revolving Loans which are Base Rate Loans in the amount of its Revolving Pro Rata Share of the Dollar Equivalent of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the applicable Facing Agent Bank for the amount of such drawing; and providedPROVIDED, furtherFURTHER, that, if for any reason, proceeds of Revolving Loans are not received by the applicable Facing Agent Bank on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the Borrower Borrowers shall reimburse the applicable Facing AgentBank, on the Business Day immediately following the date of such drawing is honoreddrawing, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section SECTION 3.1(a).

Draws upon Letters of Credit; Reimbursement Obligation. In the event of any drawing under any Letter of Credit by the beneficiary thereof, the applicable Facing Agent Bank shall give telephonic notice to the Borrower Funds Administrator and the Administrative Agent (x) confirming such drawing and (y) of the date on or before which such Facing Agent Bank intends to honor such drawing, and the Borrower Borrowers shall reimburse the applicable Facing Agent Bank on the day on which such drawing is honored in an amount in same day funds and like currency equal to the amount and currency of such drawing (each such amount so paid until reimbursed, an “Unpaid Drawing”)drawing; provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Borrower Funds Adminstrator shall have notified the Administrative Agent and the applicable Facing Agent Bank prior to 10:00 a.m. A.M. (New York City time) on the Business Day on which the applicable Facing Agent Bank intends to honor such drawing that the Borrower intends Borrowers intend to reimburse the applicable Facing Agent Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Borrower Funds Administrator shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting each Revolving Lender having a Revolving Commitment to make Dollar denominated Revolving Loans which are Base Rate Loans on the date on which such drawing is honored in an amount equal to the Dollar Equivalent of the amount of such drawing and the Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Revolving Lenders thereof and (ii) unless any of the events described in Section Sections 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.9(d2.3(d) shall apply), each such Lender shall, on the date of such drawing is honoreddrawing, make Revolving Loans which are Base Rate Loans in the amount of its Revolving Pro Rata Share of the Dollar Equivalent of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the applicable Facing Agent Bank for the amount of such drawing; and provided, further, that, if for any reason, proceeds of Revolving Loans are not received by the applicable Facing Agent Bank on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the Borrower Borrowers shall reimburse the applicable Facing AgentBank, on the Business Day immediately following the date of such drawing is honoreddrawing, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a).

Draws upon Letters of Credit; Reimbursement Obligation. (i) In the event of any drawing under any Letter of Credit by the beneficiary thereof, the applicable Facing Agent shall give telephonic written notice to the Borrower and the Administrative Agent (x) confirming such drawing and (y) of the date on or before which such Facing Agent intends to honor such drawing, and the Borrower shall reimburse the applicable Facing Agent on the day on which such drawing is honored in an amount in same day funds and like currency equal to the amount of such drawing (each such amount so paid until reimbursed, an “Unpaid Drawing”)drawing; provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (iA) unless the Borrower shall have notified the Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. 11:00 A.M. (New York City time) on the Business Day on which the applicable Facing Agent intends to honor such drawing that the Borrower intends intend to reimburse the applicable Facing Agent for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting each Revolving Lender to make Dollar denominated Revolving Loans which are Base Rate Loans on the date on which such drawing is honored in an amount equal to the Dollar Equivalent of the amount of such drawing and the Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (iiB) unless any of the events described in Section 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.9(d) shall apply), ) each such Lender shall, on the date of such drawing is honoreddrawing, make Revolving Loans which are Base Rate Loans in the amount of its Revolver Pro Rata Share of the Dollar Equivalent of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the applicable Facing Agent for the amount of such drawing; and provided, further, that, if for any reason, proceeds of Revolving Loans are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the date of such drawing is honoreddrawing, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a).

Draws upon Letters of Credit; Reimbursement Obligation. In the event of any drawing under any Letter of Credit by the beneficiary thereof, the applicable Facing Agent shall give telephonic notice to the Borrower and the Administrative Agent (x) confirming such drawing and (y) of the date on or before which such Facing Agent intends to honor such drawing, and the Borrower shall reimburse the applicable Facing Agent on the day on which such drawing is honored in an amount in same day funds equal to the amount of such drawing (each such amount so paid until reimburseddrawing; PROVIDED, an “Unpaid Drawing”); provided, howeverHOWEVER, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Borrower shall have notified the Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. (New York City time) on the Business Day on which the applicable Facing Agent intends to honor such drawing that the Borrower intends to reimburse the applicable Facing Agent for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting each Revolving Lender to make Dollar denominated (A) as to Domestic Letters of Credit, Revolving Loans which are Base Rate Loans, and (B) as to Multicurrency Letters of Credit, Revolving Loans which are Eurocurrency Loans denominated in Euro with an Interest Period of 30 days, on the date on which such drawing is honored in an amount equal to the Dollar Equivalent of the amount of such drawing and the Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any of the events described in Section SECTION 10.1(e) or 10.1(f) shall have occurred or in the event that such unreimbursed drawing is in an amount that is less than the Minimum Borrowing Amount for a Revolving Loan (in which event events the procedures of Section 2.9(dSECTION 2.10(d) shall apply), each such Lender shall, on the date such drawing is honored, make (A) as to Domestic Letters of Credit, Revolving Loans which are Base Rate Loans, and (B) as to Multicurrency Letters of Credit, Revolving Loans which are Eurocurrency Loans denominated in Euro with an Interest Period of 30 days, in each case, in the amount of its Revolver Pro Rata Share of the Dollar Equivalent of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the applicable Facing Agent for the amount of such drawing; and providedPROVIDED, furtherFURTHER, that, if for any reason, proceeds of Revolving Loans are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the date such drawing is honored, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section SECTION 3.1(a).

Draws upon Letters of Credit; Reimbursement Obligation. (i) In the event of any drawing under any Letter of Credit (other than a Rollover Letter of Credit) by the beneficiary thereof, the applicable Facing Agent shall give telephonic written notice to the applicable Borrower and the Administrative Agent (x) confirming such drawing and (y) of the date on or before which such Facing Agent intends to honor such drawing, and the Borrower Borrowers shall reimburse the applicable Facing Agent on the day on which such drawing is honored in an amount in same day funds and like currency equal to the amount of such drawing (each such amount so paid until reimbursed, an “Unpaid Drawing”)drawing; provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (iA) unless the Borrower Borrowers shall have notified the Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. 11:00 A.M. (New York City time) on the Business Day on which the applicable Facing Agent intends to honor such drawing that the Borrower intends Borrowers intend to reimburse the applicable Facing Agent for the amount of such drawing with funds other than the proceeds of Revolving Working Capital Loans, the Borrower Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting each Revolving Lender to make Dollar denominated Working Capital Loans which are Base Rate Loans on the date on which such drawing is honored in an amount equal to the Dollar Equivalent of the amount of such drawing and the Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (iiB) unless any of the events described in Section 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.9(d) shall apply), ) each such Lender shall, on the date of such drawing is honoreddrawing, make Revolving Working Capital Loans which are Base Rate Loans in the amount of its Revolver Pro Rata Share of the Dollar Equivalent of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the applicable Facing Agent for the amount of such drawing; and provided, further, that, if for any reason, proceeds of Revolving Working Capital Loans are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the Borrower Borrowers shall reimburse the applicable Facing Agent, on the Business Day immediately following the date of such drawing is honoreddrawing, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Revolving Working Capital Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a). (ii) In the event of any drawing under any Rollover Letter of Credit by the beneficiary thereof, Facing Agent shall give written notice to the applicable Borrower and Agent (which notice Agent shall promptly transmit to the Term A Lenders) confirming such drawing and of the date on or before which Facing Agent intends to honor such drawing. Borrowers shall be deemed to have timely given a Notice of Borrowing to Agent requesting each Term A Lender to make Term A Loans which are Base Rate Loans on the date on which such drawing is honored in an amount equal to the amount of such drawing and unless any of the events described in Section 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.9(d) shall apply) each Term A Lender shall, on the date of such drawing, make Term A Loans which are Base Rate Loans in the amount of its Term A Pro Rata Share of such drawing, the proceeds of which shall be applied directly by Agent to reimburse Facing Agent for the amount of such drawing; provided, further, that, if for any reason, proceeds of Term A Loans are not received by Facing Agent on such date in an amount equal to the amount of such drawing, Borrowers shall reimburse Facing Agent, on the Business Day immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Term A Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a).

Draws upon Letters of Credit; Reimbursement Obligation. In the event of any drawing under any Letter of Credit by the beneficiary thereof, the applicable Facing Agent shall give telephonic notice to the Borrower and the Administrative Agent (x) confirming such drawing and (y) of the date on or before which such Facing Agent intends to honor such drawing, and the Borrower shall reimburse the applicable Facing Agent on the day on which such drawing is honored in an amount in same day funds and like currency equal to the amount of such drawing (each such amount so paid until reimbursed, an “Unpaid Drawing”)drawing; provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Borrower shall have notified the Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. 11:00 A.M. (New York City time) on the Business Day on which the applicable Facing Agent intends to honor such drawing that the Borrower intends to reimburse the applicable Facing Agent for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting each Revolving Lender to make Dollar denominated Revolving Loans which are Base Rate Loans on the date on which such drawing is honored in an amount equal to the Dollar Equivalent of the amount of such drawing and the Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any subject to satisfaction or waiver of the events described conditions specified in Section 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.9(d) shall apply)5.2, each such Lender shall, on the date of such drawing is honoreddrawing, make Revolving Loans which are Base Rate Loans in the amount of its Revolver Pro Rata Share of the Dollar Equivalent of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the applicable Facing Agent for the amount of such drawing; and provided, further, that, if for any reason, proceeds of Revolving Loans are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the date of such drawing is honoreddrawing, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a).