Common use of Limitations on Reimbursement Clause in Contracts

Limitations on Reimbursement. (a) The Borrower shall not be required to pay to any Bank reimbursement with regard to any costs or expenses under Section 2.15 or Article 8 incurred more than 90 days prior to the date of the relevant Bank’s demand therefore; provided that if the event giving rise to such claim is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect. (b) None of the Banks shall be permitted to pass through to the Borrower charges and costs under Section 2.15 or Article 8 on a discriminatory basis (i.e., which are not also passed through by such Bank to other customers of such Bank similarly situated where such customer is subject to documents providing for such pass through). (c) If the obligation of any Bank to make a Euro-Dollar Loan has been suspended under Section 8.2 or 8.5 for more than three consecutive months, or any Bank has requested compensation under Section 2.15 or 8.3, then the Borrower, provided no Default exists, shall have the right, subject to the Administrative Agent’s prior written consent (such consent not to be unreasonably withheld) and in accordance with Section 10.6(c), to substitute an Eligible Transferee for such Bank. Such substitution shall result in such Eligible Transferee acquiring such Bank’s rights, duties and obligations hereunder and assuming such Bank’s Loan hereunder in accordance with Section 10.6.

Limitations on Reimbursement. (a) The Borrower shall not be required to pay to any Bank reimbursement with regard to any costs or expenses under Section 2.15 2.15, 2A.6 or Article 8 incurred more than 90 ninety (90) days prior to the date of the relevant Bank’s demand thereforetherefor; provided that if the event giving rise to such claim is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect. (b) None of the Banks shall be permitted to pass through to the Borrower charges and costs under Section 2.15 or 2A.6 or Article 8 on a discriminatory basis (i.e., which are not also passed through by such Bank to other customers of such Bank similarly situated where such customer is subject to documents providing for such pass through). (c) If the obligation of any Bank to make a Euro-Dollar Loan or Euro-Canadian Dollar Loan has been suspended under Section 8.2 or 8.5 for more than three consecutive months, or any Bank has requested compensation under Section 2.15 or 8.3, or any Bank is a Defaulting Bank, then the Borrower, provided no Default exists, shall have the right, subject to the Administrative Agent’s prior written consent (such consent not to be unreasonably withheld) and in accordance with Section 10.6(c), to substitute an Eligible Transferee for such Bank. Such substitution shall result in such Eligible Transferee acquiring such Bank’s rights, duties and obligations hereunder and assuming such Bank’s Loan hereunder in accordance with Section 10.6Revolving Credit Commitment and Term Loans hereunder. Upon such acquisition and assumption, the obligations of the Bank subject thereto shall be discharged, such Bank’s Revolving Credit Commitment shall be reduced to zero, and such Bank shall cease to be obligated to make further Revolving Credit Loans.