Common use of Letter of Credit Reimbursement Clause in Contracts

Letter of Credit Reimbursement. If Issuing Bank shall make any payment in respect of a Letter of Credit, Borrowers shall reimburse Issuing Bank by paying to Agent an amount equal to such payment by Issuing Bank not later than 2:00 p.m. on the date that such payment by Issuing Bank is made, if the applicable Borrower (or Administrative Borrower on behalf of such Borrower) shall have received notice of such payment by the Issuing Bank prior to 10:00 a.m. on such date, or, if such notice shall not have been received by such Borrower (or Administrative Borrower) prior to such time on such date, then not later than 2:00 p.m. on the next Business Day; provided, that, unless such Borrower (or Administrative Borrower on behalf of such Borrower) requests otherwise, and, subject to the conditions to borrowing set forth herein, each drawing under any Letter of Credit or other amount payable in connection therewith when due shall constitute a request by the Borrower for whose account such Letter of Credit was issued to Agent for a Base Rate Loan in the amount of such drawing or other amount then due, and shall be made by Agent on behalf of Lenders as a Revolving Loan or Swing Line Loan as Administrative Borrower requests, or if such request is not received in a timely manner, as Agent determines (or, if determined by Agent as a Special Agent Advance, as the case may be) in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Loan, Swing Line Loan (or Special Agent Advance, as the case may be). If the applicable Borrower (or Administrative Borrower on behalf of such Borrower) fails to make such payment when due, subject to the rights of Agent under Section 6.13 hereof, Agent may notify each Lender of the applicable payment made by the Issuing Bank in respect of such Letter of Credit, the payment then due from such Borrower in respect thereof and such Lender’s Pro Rata Share thereof. Promptly following receipt of such notice, each Lender shall pay to Agent its Pro Rata Share of the payment then due and Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from Lenders. Promptly following receipt by Agent of any payment from a Borrower pursuant to this paragraph, Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any payment made by such Issuing Bank (other than the funding of a Revolving Loan, Swing Line Loan or Special Agent Advance as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such Issuing Bank for such payment.

Letter of Credit Reimbursement. If (a) The Borrower hereby agrees to pay to the Issuing Bank shall make any payment at the office designated by the Issuing Bank (and if no office is designated by the Issuing Bank, to the Administrative Agent for the account of the Issuing Bank at the Principal Office of the Administrative Agent): (i) On each Payment Date, an amount in respect of a Dollars equal to the amount paid by the Issuing Bank under the applicable Letter of Credit, Borrowers ; and (ii) If any Drawing shall reimburse be reimbursed to the Issuing Bank by paying to Agent an amount equal to such payment by Issuing Bank not later than after 2:00 p.m. on the Payment Date, interest on any and all amounts required to be paid pursuant to subsection (i) above from and after the due date that such thereof until payment by Issuing Bank is madein full, if payable on demand, at an annual rate of interest equal to the applicable Base Rate plus the Applicable Margin for Base Rate Loans. (b) The Borrower (or Administrative Borrower on behalf of such Borrower) shall have received notice of such payment by reimburse the Issuing Bank prior to 10:00 a.m. on such date, or, if such notice shall not have been received by such Borrower (or Administrative Borrower) prior to such time on such date, then not later than 2:00 p.m. on the next Business Day; provided, that, unless such Borrower (or Administrative Borrower on behalf of such Borrower) requests otherwise, and, subject to the conditions to borrowing set forth herein, for each drawing Drawing under any Letter of Credit in the following manner: (i) the Borrower shall immediately reimburse the Issuing Bank in accordance with subsection (a) above; or (A) if the Borrower has not reimbursed the Issuing Bank pursuant to subsection (a) above and (B) the applicable conditions set forth in Article 6. have been fulfilled and (C) the Available Revolving Commitment in effect at such time exceeds the amount of the Drawing to be reimbursed, with the proceeds of a Syndicate Loan; or (iii) pursuant to Section 5.11., either the Issuing Bank or other the Administrative Agent may debit any deposit account of the Borrower maintained with the Issuing Bank or the Administrative Agent and appropriate and apply an amount payable of funds in connection therewith when due such account equal to the Reimbursement Obligations outstanding at such time. (c) The Issuing Bank shall constitute a request notify the Administrative Agent and the Borrower of each Drawing as promptly as practical following receipt by the Issuing Bank of such Drawing; provided, however, that failure to so notify the Administrative Agent and the Borrower for whose account of such Letter Drawing shall not affect the rights of Credit was issued the Issuing Bank, or the obligations of the Borrower, under any Loan Document. (d) Unless the Borrower notifies the Issuing Bank and the Administrative Agent to Agent for the contrary, the Borrower shall be deemed to have requested that a Base Rate Drawing be reimbursed with the proceeds of a Syndicate Loan in the amount of such drawing or other amount then dueDrawing. Upon any Drawing, and the Administrative Agent shall be made by Agent on behalf of notify the Lenders as a Revolving Loan or Swing Line Loan as Administrative if the Borrower requests, or if such request is not received in a timely manner, as Agent determines (or, if determined by Agent as a Special Agent Advance, as the case may be) in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Loan, Swing Line Loan has elected (or Special Agent Advance, as the case may be). If the applicable Borrower (or Administrative Borrower on behalf of such Borrowerdeemed to have elected) fails to make such payment when due, subject to the rights of Agent under Section 6.13 hereof, Agent may notify each Lender of the applicable payment made by reimburse the Issuing Bank in respect using the proceeds of such Letter of Credit, the payment then due from such Borrower in respect thereof and such Lender’s Pro Rata Share thereofSyndicate Loans. Promptly following Upon receipt of such noticenotice and if the applicable conditions set forth in subsection (b)(ii) above have been satisfied, each Lender shall pay agrees to deliver to the Administrative Agent its Pro Rata Share for the account of the payment then due and Agent shall promptly pay to the applicable Issuing Bank its pro rata share of the amounts so received by it from Lenders. Promptly following receipt by Agent amount of any payment from a Borrower pursuant to this paragraph, Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph Syndicate Loans necessary to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an the Issuing Bank for any payment made by such the Issuing Bank pursuant to such Drawing (other plus any interest which may accrue on such amount pursuant to Section 2.12.(a)(ii)) not later than one Business Day after receipt of such notice. Unless the funding of a Revolving Loan, Swing Line Loan or Special Agent Advance as contemplated above) shall not constitute a Loan and shall not relieve Borrower complies with the applicable Borrower of its obligation notice requirements as set forth in Section 2.2. regarding LIBOR Loans, any Syndicate Loan used to reimburse such Issuing Bank for such paymentrepay any Reimbursement Obligation shall initially be a Base Rate Loan.

Letter of Credit Reimbursement. If (a) The Borrower hereby agrees to pay to the Issuing Bank shall make any payment at the office designated by the Issuing Bank (and if no office is designated by the Issuing Bank, to the Administrative Agent for the account of the Issuing Bank at the Principal Office of the Administrative Agent): (i) On each Payment Date, an amount in respect of a Dollars equal to the amount paid by the Issuing Bank under the applicable Letter of Credit, Borrowers ; and (ii) If any Drawing shall reimburse be reimbursed to the Issuing Bank by paying to Agent an amount equal to such payment by Issuing Bank not later than after 2:00 p.m. on the Payment Date, interest on any and all amounts required to be paid pursuant to subsection (i) above from and after the due date that such thereof until payment by Issuing Bank is madein full, if payable on demand, at an annual rate of interest equal to the applicable Base Rate plus the Applicable Margin for Base Rate Loans. (b) The Borrower (or Administrative Borrower on behalf of such Borrower) shall have received notice of such payment by reimburse the Issuing Bank prior to 10:00 a.m. on such date, or, if such notice shall not have been received by such Borrower (or Administrative Borrower) prior to such time on such date, then not later than 2:00 p.m. on the next Business Day; provided, that, unless such Borrower (or Administrative Borrower on behalf of such Borrower) requests otherwise, and, subject to the conditions to borrowing set forth herein, for each drawing Drawing under any Letter of Credit in the following manner: (i) the Borrower shall immediately reimburse the Issuing Bank in accordance with subsection (a) above; or (A) if the Borrower has not reimbursed the Issuing Bank pursuant to subsection (a) above and (B) the applicable conditions set forth in Article 6. have been fulfilled and (C) the Available Revolving Commitment in effect at such time exceeds the amount of the Drawing to be reimbursed, with the proceeds of a Syndicate Loan; or (iii) pursuant to Section 5.11., either the Issuing Bank or other the Administrative Agent may debit any deposit account of the Borrower maintained with the Issuing Bank or the Administrative Agent and appropriate and apply an amount payable of funds in connection therewith when due such account equal to the Reimbursement Obligations outstanding at such time. (c) The Issuing Bank shall constitute a request notify the Administrative Agent and the Borrower of each Drawing as promptly as practical following receipt by the Issuing Bank of such Drawing; provided, however, that failure to so notify the Administrative Agent and the Borrower for whose account of such Letter Drawing shall not affect the rights of Credit was issued the Issuing Bank, or the obligations of the Borrower, under any Loan Document. (d) Unless the Borrower notifies the Issuing Bank and the Administrative Agent to Agent for the contrary, the Borrower shall be deemed to have requested that a Base Rate Drawing be reimbursed with the proceeds of a Syndicate Loan in the amount of such drawing or other amount then dueDrawing. Upon any Drawing, and the Administrative Agent shall be made by Agent on behalf of notify the Lenders as a Revolving Loan or Swing Line Loan as Administrative if the Borrower requests, or if such request is not received in a timely manner, as Agent determines (or, if determined by Agent as a Special Agent Advance, as the case may be) in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Loan, Swing Line Loan has elected (or Special Agent Advance, as the case may be). If the applicable Borrower (or Administrative Borrower on behalf of such Borrowerdeemed to have elected) fails to make such payment when due, subject to the rights of Agent under Section 6.13 hereof, Agent may notify each Lender of the applicable payment made by reimburse the Issuing Bank in respect using the proceeds of such Letter of Credit, the payment then due from such Borrower in respect thereof and such Lender’s Pro Rata Share thereofSyndicate Loans. Promptly following Upon receipt of such noticenotice and if the applicable conditions set forth in subsection (b)(ii) above have been satisfied, each Lender shall pay agrees to deliver to the Administrative Agent its Pro Rata Share for the account of the payment then due and Agent shall promptly pay to the applicable Issuing Bank its pro rata share of the amounts so received by it from Lenders. Promptly following receipt by Agent amount of any payment from a Borrower pursuant to this paragraph, Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph Syndicate Loans necessary to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an the Issuing Bank for any payment made by such the Issuing Bank pursuant to such Drawing (other plus any interest which may accrue on such amount pursuant to Section 2.12.(a)(ii)) not later than one Business Day after receipt of such notice. Unless the funding of a Revolving Loan, Swing Line Loan or Special Agent Advance as contemplated above) shall not constitute a Loan and shall not relieve Borrower complies with the applicable Borrower of its obligation to reimburse such Issuing Bank for such payment.notice requirements as set

Letter of Credit Reimbursement. If Issuing Bank shall make any payment in respect of a Letter of Credit, Borrowers shall reimburse Issuing Bank by paying to Agent an amount equal to such payment by Issuing Bank not later than 2:00 p.m. 12:00 noon on the date that such payment by Issuing Bank is made, if the applicable Borrower (or Administrative Borrower on behalf of such Borrower) shall have received notice of such payment by the Issuing Bank prior to 10:00 a.m. on such date, or, if such notice shall not have been received by such Borrower (or Administrative Borrower) prior to such time on such date, then not later than 2:00 p.m. 12:00 noon on (i) the Business Day that such Borrower (or Administrative Borrower on behalf of such Borrower) receives such notice, if such notice is received prior to 10:00 a.m., on the next day of receipt, or (ii) the Business DayDay immediately following the day that such Borrower (or Administrative Borrower on behalf of such Borrower) receives such notice, if such notice is not received prior to such time on the day of receipt; provided, that, unless such Borrower (or Administrative Borrower on behalf of such Borrower) requests otherwise, and, subject to the conditions to borrowing set forth herein, each drawing under any Letter of Credit or other amount payable in connection therewith when due shall constitute a request by the Borrower for whose account such Letter of Credit was issued to Agent for a Base Rate Loan in the amount of such drawing or other amount then due, and shall be made by Agent on behalf of Lenders as a Revolving Loan or Swing Line Loan as Administrative Borrower requests, or if such request is not received in a timely manner, as Agent determines (or, if determined by Agent as a or Special Agent Advance, as the case may be) in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Loan, Swing Line Loan (or Special Agent Advance, as the case may be). If the applicable Borrower (or Administrative Borrower on behalf of such Borrower) fails to make such payment when due, subject to the rights of Agent under Section 6.13 hereof, Agent may notify each Lender of the applicable payment made by the Issuing Bank in respect of such Letter of Credit, the payment then due from such Borrower in respect thereof and such Lender’s Pro Rata Share thereof. Promptly following receipt of such notice, each Lender shall pay to Agent its Pro Rata Share of the payment then due and Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from Lenders. Promptly following receipt by Agent of any payment from a Borrower pursuant to this paragraph, Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any payment made by such Issuing Bank (other than the funding of a Revolving Loan, Swing Line Loan or Special Agent Advance as contemplated above) shall not constitute a Revolving Loan and shall not relieve the applicable Borrower of its obligation to reimburse such Issuing Bank for such payment.

Letter of Credit Reimbursement. If Issuing Bank shall make any payment in respect of a Letter of Credit, the Borrowers shall reimburse Issuing Bank by paying to Agent an amount equal to such payment by Issuing Bank not later than 2:00 p.m. 12:00 noon on the date that such payment by Issuing Bank is made, if the applicable Borrower (or Administrative Borrower on behalf of such Borrower) shall have received notice of such payment by the Issuing Bank prior to 10:00 a.m. on such date, or, if such notice shall not have been received by such Borrower (or Administrative Borrower) prior to such time on such date, then not later than 2:00 p.m. 12:00 noon on the next Business DayDay immediately following the day that such Borrower (or Administrative Borrower) receives such notice; provided, that, unless such Borrower (or Administrative Borrower on behalf of such Borrower) requests otherwise, and, subject to the conditions to borrowing set forth herein, each drawing under any Letter of Credit or other amount payable in connection therewith when due shall constitute a request by the Borrower for whose account such Letter of Credit was issued to Agent for a Base Rate Loan in the amount of such drawing or other amount then due, and shall be made by Agent on behalf of Lenders as a Revolving Loan or Swing Line Loan as Administrative Borrower requests, or if such request is not received in a timely manner, as Agent determines (or, if determined by Agent as a or Special Agent Advance, as the case may be) in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Loan, Swing Line Loan (or Special Agent Advance, as the case may be). If the applicable Borrower (or Administrative Borrower on behalf of such Borrower) fails to make such payment when due, subject to the rights of Agent under Section 6.13 hereof, Agent may notify each Lender of the applicable payment made by the Issuing Bank in respect of such Letter of Credit, the payment then due from such Borrower in respect thereof and such Lender’s Pro Rata Share thereof. Promptly following receipt of such notice, each Lender shall pay to Agent its Pro Rata Share of the payment then due and Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from Lenders. Promptly following receipt by Agent of any payment from a Borrower pursuant to this paragraph, Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any payment made by such Issuing Bank (other than the funding of a Revolving Loan, Swing Line Loan or Special Agent Advance as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such Issuing Bank for such payment.

Letter of Credit Reimbursement. If Issuing Bank shall make any payment in respect of a Letter of Credit, Borrowers the applicable Borrower shall reimburse such Issuing Bank by paying to Agent an amount equal to such payment by such Issuing Bank not later than 2:00 p.m. 12:00 noon on the date that such payment by such Issuing Bank is made, if the applicable Borrower (or Administrative Borrower on behalf of such Borrower) shall have received notice of such payment by the such Issuing Bank prior to 10:00 a.m. on such date, or, if such notice shall not have been received by such Borrower (or Administrative Borrower) prior to such time on such date, then not later than 2:00 p.m. 12:00 noon on (i) the Business Day that such Borrower (or Administrative Borrower on behalf of such Borrower) receives such notice, if such notice is received prior to 10:00 a.m., on the next day of receipt, or (ii) the Business DayDay immediately following the day that such Borrower (or Administrative Borrower on behalf of such Borrower) receives such notice, if such notice is not received prior to such time on the day of receipt; provided, that, unless such Borrower (or Administrative Borrower on behalf of such Borrower) requests otherwise, and, subject to the conditions to borrowing set forth herein, each drawing under any Letter of Credit or other amount payable in connection therewith when due shall constitute a request by the Borrower for whose account such Letter of Credit was issued to Agent for a Base Rate Loan in the amount of such drawing or other amount then due, and shall be made by Agent on behalf of Lenders Lenders, as a Revolving Loan or Swing Line Loan as Administrative Borrower requests, or if such request is not received in a timely manner, as Agent determines (or, if determined by Agent as a or Special Agent Advance, as the case may be) in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Loan, Swing Line Loan (or Special Agent Advance, as the case may be). If the applicable Borrower (or Administrative Borrower on behalf of such Borrower) fails to make such payment when due, subject to the rights of Agent under Section 6.13 hereof, Agent may notify each Lender Lender, of the applicable payment made by the Issuing Bank in respect of such Letter of Credit, the payment then due from such Borrower in respect thereof and such Lender’s Pro Rata Share thereof. Promptly following receipt of such notice, each Lender Lender, as applicable, shall pay to Agent its Pro Rata Share of the payment then due and Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from Lenders or Lenders. Promptly following receipt by Agent of any payment from a Borrower pursuant to this paragraph, Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any payment made by such Issuing Bank (other than the funding of a Revolving Loan, Swing Line Loan or Special Agent Advance as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such Issuing Bank for such payment.