Common use of Funding by Lenders to Issuing Bank Clause in Contracts

Funding by Lenders to Issuing Bank. If the Issuing Bank makes any payment or disbursement under any Letter of Credit and (a) (i) a Revolving Loan may not be made in accordance with Section 2.3.2 and (ii) the Borrower has not reimbursed the Issuing Bank in full for such payment or disbursement by 11:00 A.M., Toronto time on the date of such payment or disbursement or (b) any reimbursement that was received by the Issuing Bank from the Borrower or any other Person on behalf of the Borrower is or must be returned or rescinded upon or during any bankruptcy or reorganization of the Borrower, such other Person or otherwise, each Lender with a Revolving Commitment shall be obligated to pay to the Administrative Agent for the account of the Issuing Bank, in full or partial payment of the purchase price of its participation in such Letter of Credit, its Pro Rata Share (aggregating to 100% as among all such Lenders of such payment or disbursement (but no such payment shall diminish the obligations of the Borrower under Section 2.3.3), and, upon notice from the Issuing Bank, the Administrative Agent shall promptly notify each Lender thereof. Each Lender irrevocably and unconditionally agrees to so pay to the Administrative Agent in immediately available funds for the Issuing Bank’s account the amount of such Lender’s Pro Rata Share of such payment or disbursement. If and to the extent any Lender shall not have made such amount available to the Administrative Agent by 2:00 P.M., Toronto time, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after noon, Toronto time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Issuing Bank’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a)(i) for the first three days after demand, the Federal Funds Rate from time to time in effect and (ii) thereafter, the Base Rate from time to time in effect if such reimbursement obligation is to be made in US Dollars; or (b) the Canadian Base Rate if such reimbursement obligation is to be made in Canadian Dollars. Any Lender’s failure to make available to the Administrative Agent its Pro Rata Share of any such payment or disbursement shall not relieve the Borrower or any other Lender of its obligation hereunder to make available to the Administrative Agent, the Borrower’s or such other Lender’s Pro Rata Share of such payment, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent such other Lender’s Pro Rata Share of any such payment or disbursement.

Funding by Lenders to Issuing Bank. If the Issuing Bank makes any payment or disbursement under any Letter of Credit and (a) (i) a Revolving Loan may not be made in accordance with Section 2.3.2 and (ii) the Borrower Company has not reimbursed the Issuing Bank in full for such payment or disbursement by 11:00 A.M., Toronto time Chicago time, on the date of such payment or disbursement disbursement, or (b) if any reimbursement that was received by the Issuing Bank from the Borrower or any other Person on behalf of the Borrower Company is or must be returned or rescinded upon or during any bankruptcy or reorganization of the Borrower, such other Person Company or otherwise, each other Lender with a Revolving Commitment shall be obligated to pay to the Administrative Agent for the account of the Issuing Bank, in full or partial payment of the purchase price of its participation in such Letter of Credit, its Pro Rata Share (aggregating to 100% as among all such Lenders portion of such payment or disbursement (as determined by Section 2.2.1(b)) (but no such payment shall diminish the obligations of the Borrower Company under Section 2.3.3), and, upon notice from the Issuing Bank, the Administrative Agent shall promptly notify each other Lender thereof. Each other Lender irrevocably and unconditionally agrees to so pay to the Administrative Agent in immediately available funds for the Issuing Bank’s account the amount of such other Lender’s Pro Rata Share share of such payment or disbursementdisbursement (as determined by Section 2.2.1(b)). If and to the extent any Lender shall not have made such amount available to the Administrative Agent by 2:00 P.M., Toronto Chicago time, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after noon, Toronto Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Issuing Bank’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a)(ia) for the first three days after demand, the Federal Funds Rate from time to time in effect and (iib) thereafter, the Base Rate from time to time in effect if such reimbursement obligation is to be made in US Dollars; or (b) the Canadian Base Rate if such reimbursement obligation is to be made in Canadian Dollarseffect. Any Lender’s failure to make available to the Administrative Agent its Pro Rata Share share of any such payment or disbursement (as determined by Section 2.2.1(b)) shall not relieve the Borrower or any other Lender of its obligation hereunder to make available to the Administrative Agent, the Borrower’s or Agent such other Lender’s Pro Rata Share share of such payment, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent such other Lender’s Pro Rata Share share of any such payment or disbursementdisbursement (as determined by Section 2.2.1(b)).

Funding by Lenders to Issuing Bank. If the Issuing Bank makes any payment or disbursement under any Letter of Credit and (a) (i) a Revolving Loan may not be made in accordance with Section 2.3.2 and (ii) the Borrower has Borrowers have not reimbursed the Issuing Bank in full for such payment or disbursement by 11:00 A.M.A.M. (Chicago, Toronto time Illinois time) on the date of such payment or disbursement disbursement, or (b) if any reimbursement that was received by the Issuing Bank from the Borrower or any other Person on behalf of the Borrower is or Borrowers must be returned or rescinded upon or during any bankruptcy or reorganization of the Borrower, such other Person Borrowers or otherwise, each other Lender with a Revolving Commitment shall be obligated to pay to the Administrative Agent for the account of the Issuing Bank, in full or partial payment of the purchase price of its participation in such Letter of Credit, its Pro Rata Share pro rata share (aggregating according to 100% as among all such Lenders its Percentage) of such payment or disbursement (but no such payment shall diminish the obligations of the Borrower Borrowers under Section 2.3.3SECTION 2.3(C), ) and, upon notice from the Issuing Bank, the Administrative Agent shall promptly notify each other Lender thereof. Each other Lender irrevocably and unconditionally agrees so to so pay to the Administrative Agent in immediately available funds for the Issuing Bank’s 's account the amount of such other Lender’s Pro Rata Share 's Percentage of such payment or disbursement. If and to the extent any Lender shall not have made such amount available to the Administrative Agent by 2:00 P.M.P.M. (Chicago, Toronto Illinois time, ) on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after noonnoon (Chicago, Toronto Illinois time, ) on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Issuing Bank’s 's account forthwith on demand, demand for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a)(ii) for the first three days after demand, the Federal Funds Rate from time to time in effect and (ii) thereafter, the Base Rate from time to time in effect if such reimbursement obligation is to be made in US Dollars; or (b) the Canadian Base Rate if such reimbursement obligation is to be made in Canadian Dollarseffect. Any Lender’s 's failure to make available to the Administrative Agent its Pro Rata Share Percentage of any such payment or disbursement shall not relieve the Borrower or any other Lender of its obligation hereunder to make available to the Administrative Agent, the Borrower’s or Agent such other Lender’s Pro Rata Share 's Percentage of such payment, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent such other Lender’s Pro Rata Share 's Percentage of any such payment or disbursement.

Funding by Lenders to Issuing Bank. If the Issuing Bank makes any payment or disbursement under any Letter of Credit and (a) (i) a Revolving Loan may not be made in accordance with Section 2.3.2 and (ii) the Borrower has Borrowers have not reimbursed the Issuing Bank in full for such payment or disbursement by 11:00 A.M.A.M. (Chicago, Toronto time Illinois time) on the date of such payment or disbursement disbursement, or (b) if any reimbursement that was received by the Issuing Bank from the Borrower or any other Person on behalf of the Borrower is or Borrowers must be returned or rescinded upon or during any bankruptcy or reorganization of the Borrower, such other Person Borrowers or otherwise, each other Lender with a Revolving Commitment shall be obligated to pay to the Administrative Agent for the account of the Issuing Bank, in full or partial payment of the purchase price of its participation in such Letter of Credit, its Pro Rata Share pro rata share (aggregating according to 100% as among all such Lenders its Percentage) of such payment or disbursement (but no such payment shall diminish the obligations of the Borrower Borrowers under Section 2.3.32.3(C), ) and, upon notice from the Issuing Bank, the Administrative Agent shall promptly notify each other Lender thereof. Each other Lender irrevocably and unconditionally agrees so to so pay to the Administrative Agent in immediately available funds for the Issuing Bank’s 's account the amount of such other Lender’s Pro Rata Share 's Percentage of such payment or disbursement. If and to the extent any Lender shall not have made such amount available to the Administrative Agent by 2:00 P.M.P.M. (Chicago, Toronto Illinois time, ) on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after noonnoon (Chicago, Toronto Illinois time, ) on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Issuing Bank’s 's account forthwith on demand, demand for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a)(ii) for the first three days after demand, the Federal Funds Rate from time to time in effect and (ii) thereafter, the Base Rate from time to time in effect if such reimbursement obligation is to be made in US Dollars; or (b) the Canadian Base Rate if such reimbursement obligation is to be made in Canadian Dollarseffect. Any Lender’s 's failure to make available to the Administrative Agent its Pro Rata Share Percentage of any such payment or disbursement shall not relieve the Borrower or any other Lender of its obligation hereunder to make available to the Administrative Agent, the Borrower’s or Agent such other Lender’s Pro Rata Share 's Percentage of such payment, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent such other Lender’s Pro Rata Share 's Percentage of any such payment or disbursement.

Funding by Lenders to Issuing Bank. If the Issuing Bank makes any payment or disbursement under any Letter of Credit and (a) (i) a Revolving Loan may not be made in accordance with Section 2.3.2 and (ii) the Borrower has Borrowers have not reimbursed the Issuing Bank in full for such payment or disbursement by 11:00 A.M., Toronto time Chicago time, on the date of such payment or disbursement or disbursement, (b) a Loan may not be made in accordance with Section 2 or (c) any reimbursement that was received by the Issuing Bank from the Borrower or any other Person on behalf of the Borrower Borrowers is or must be returned or rescinded upon or during any bankruptcy or reorganization of the Borrower, such other Person Borrowers or otherwise, each Lender with a Revolving Credit Commitment shall be obligated to pay to the Administrative Collateral Agent for the account of the Issuing Bank, in full or partial payment of the purchase price of its participation in such Letter of Credit, its Pro Rata Share (aggregating to 100% as among all such Lenders Percentage of such payment or disbursement (but no such payment shall diminish the obligations of the Borrower Borrowers under Section 2.3.32.01(c)(3)), and, upon notice from the Issuing Bank, the Administrative Collateral Agent shall promptly notify each other Lender thereof. Each Lender irrevocably and unconditionally agrees to so pay to the Administrative Collateral Agent in immediately available funds for the Issuing Bank’s 's account the amount of such other Lender’s 's Pro Rata Share Percentage of such payment or disbursement. If and to the extent any Lender shall not have made such amount available to the Administrative Collateral Agent by 2:00 P.M., Toronto Chicago time, on the Business Day on which such Lender receives notice from the Administrative Collateral Agent of such payment or disbursement (it being understood that any such notice received after noon, Toronto Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Collateral Agent for the Issuing Bank’s 's account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Collateral Agent to the date such amount is paid, at a rate per annum equal to (a)(ia) for the first three days day after demand, the Federal Funds Effective Rate from time to time in effect and (iib) thereafter, the Alternate Base Rate from time to time in effect if such reimbursement obligation is to be made in US Dollars; or (b) the Canadian Base Rate if such reimbursement obligation is to be made in Canadian Dollarseffect. Any Lender’s 's failure to make available to the Administrative Collateral Agent its Pro Rata Share Percentage of any such payment or disbursement shall not relieve the Borrower or any other Lender of its obligation hereunder to make available to the Administrative Agent, the Borrower’s or Collateral Agent such other Lender’s 's Pro Rata Share Percentage of such payment, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Collateral Agent such other Lender’s 's Pro Rata Share Percentage of any such payment or disbursement.