Common use of Payment of Amounts Drawn Under Letters of Credit Clause in Contracts

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for a drawing under any Letter of Credit, the Fronting Lender may notify the Borrower (with a copy of the notice to the Administrative Agent) on or before the date on which it intends to honour such drawing. The Borrower (whether or not such notice is given) shall reimburse the Fronting Lender on demand by the Fronting Lender, in Cdn. or US Dollars, as applicable, an amount, in same day funds, equal to the amount of such drawing. Unless the Borrower notifies the Fronting Lender and the Administrative Agent, prior to 1:00 p.m. (Toronto time) on the second Business Day following receipt by the Borrower of the notice or demand from the Fronting Lender referred to in the preceding paragraph, that the Borrower intends to reimburse the Fronting Lender for the amount of such drawing with funds other than the proceeds of Advances: (a) the Borrower shall be deemed to have given an Accommodation Request to the Administrative Agent requesting the Lenders to make a Prime Rate Advance on the third Business Day following the date on which such notice is provided by the Fronting Lender to the Borrower in an amount equal to the amount of such drawing; and (b) subject to the terms and conditions of this agreement (including those set forth in Article 6), the Lenders shall, on the next Business Day following the date of such drawing, make such Advance in accordance with Article 3 and the Administrative Agent shall apply the proceeds thereof to the reimbursement of the Fronting Lender for the amount of such drawing.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for a drawing under any Letter of Credit, the Fronting Lender LC Issuer may notify the Borrower (with a copy of the notice to the Administrative Agent) on or before the date on which it intends to honour such drawing. The Borrower (whether or not such notice is given) shall reimburse the Fronting Lender LC Issuer on demand by the Fronting LenderLC Issuer, in Cdn. or US Dollars, as applicablethe relevant currency, an amount, in same day funds, equal to the amount of such drawing. Unless the Borrower notifies the Fronting Lender LC Issuer and the Administrative Agent, prior to 1:00 p.m. (Toronto time) on the second Business Day following receipt by the Borrower of the notice or demand from the Fronting Lender LC Issuer referred to in the preceding paragraph, that the Borrower intends to reimburse the Fronting Lender LC Issuer for the amount of such drawing with funds other than the proceeds of Advances: (a) the Borrower shall be deemed to have given an Accommodation Request to the Administrative Agent requesting the relevant Lenders to make a Prime Rate Advance on the third Business Day following the date on which such notice is provided by the Fronting Lender LC Issuer to the Borrower in an amount equal to the amount of such drawing; and (b) subject to the terms and conditions of this agreement Agreement (including those set forth in Article 6), the Lenders shall, on the next Business Day following the date of such drawing, make such Advance in accordance with Article 3 and the Administrative Agent shall apply the proceeds thereof to the reimbursement of the Fronting Lender LC Issuer for the amount of such drawing.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for a drawing under any Letter of Credit, the Fronting Lender LC Issuer may notify the Borrower (with a copy of the notice to the Administrative Agent) on or before the date on which it intends to honour such drawing. The Borrower (whether or not such notice is given) shall reimburse the Fronting Lender LC Issuer on demand by the Fronting LenderLC Issuer, in Cdn. or US Dollars, as applicablethe relevant currency, an amount, in same day funds, equal to the amount of such drawing. Unless the Borrower notifies the Fronting Lender LC Issuer and the Administrative Agent, prior to 1:00 p.m. (Toronto time) on the second Business Day following receipt by the Borrower of the notice or demand from the Fronting Lender LC Issuer referred to in the preceding paragraph, that the Borrower intends to reimburse the Fronting Lender LC Issuer for the amount of such drawing with funds other than the proceeds of Advances: (a) the Borrower shall be deemed to have given an Accommodation Request to the Administrative Agent requesting the relevant Lenders to make a Prime Rate Advance on the third Business Day following the date on which such notice is provided by the Fronting Lender LC Issuer to the Borrower in an amount equal to the amount of such drawing; and (b) subject to the terms and conditions of this agreement (including those set forth in Article 6), the Lenders shall, on the next Business Day following the date of such drawing, make such Advance in accordance with Article 3 and the Administrative Agent shall apply the proceeds thereof to the reimbursement of the Fronting Lender LC Issuer for the amount of such drawing.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for a drawing under any Letter of Credit, the Fronting Lender may notify the Borrower (with a copy of the notice to the Administrative Agent) on or before the date on which it intends to honour such drawing. The Borrower (whether or not such notice is given) shall reimburse the Fronting Lender on demand by the Fronting Lender, in Cdn. or US Dollars, as applicable, an amount, in same day funds, equal to the amount of such drawing. Unless the Borrower notifies the Fronting Lender and the Administrative Agent, prior to 1:00 p.m. (Toronto time) on the second Business Day following receipt by the Borrower of the notice or demand from the Fronting Lender referred to in the preceding paragraph, that the Borrower intends to reimburse the Fronting Lender for the amount of such drawing with funds other than the proceeds of Advances: (a) the Borrower shall be deemed to have given an Accommodation Request to the Administrative Agent requesting the Lenders to make a Prime Rate Advance on the third Business Day following the date on which such notice is provided by the Fronting Lender to the Borrower in an amount equal to the amount of such drawing; and (b) subject to the terms and conditions of this agreement (including those set forth in Article ARTICLE 6), the Lenders shall, on the next Business Day following the date of such drawing, make such Advance in accordance with Article ARTICLE 3 and the Administrative Agent shall apply the proceeds thereof to the reimbursement of the Fronting Lender for the amount of such drawing.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for a drawing under any Letter of CreditCredit by the beneficiary thereof, the Fronting Lender may such Issuing Bank shall immediately notify the Borrower (with a copy of the notice to the Administrative Agent) , which shall notify the Borrowers and the Revolving Credit Banks, and with respect to Letters of Credit denominated in a Foreign Currency, each Foreign Currency Lending Office and the Borrowers shall reimburse such Issuing Bank on or before the date day on which it intends such drawing is honored: (1) by paying to honour such drawing. The Borrower (whether or not such notice is given) shall reimburse the Fronting Lender on demand by the Fronting Lender, Issuing Bank immediately available funds in Cdn. or US Dollars, as applicable, an amount, in same day funds, amount equal to such drawing or, (2) with respect to drawings in a Foreign Currency, by making payment in accordance with SECTION 2.24(b); provided that (A) if sufficient funds are then in the Letter of Credit Cash Collateral Account to reimburse it in full for the amount of such drawing. Unless , the Borrower notifies Administrative Agent shall immediately withdraw such amount necessary to reimburse such Issuing Bank from the Fronting Lender Letter of Credit Cash Collateral Account, (B) if the funds then in the Letter of Credit Cash Collateral Account are insufficient to reimburse such Issuing Bank in full for the amount of such drawing, the Administrative Agent shall withdraw all of the funds in the Letter of Credit Cash Collateral Account to reimburse such Issuing Bank and the unreimbursed balance of such drawing shall be reimbursed in accordance with clause (C) below, and (C) if there are no funds or insufficient funds then in the Letter of Credit Cash Collateral Account then (i) unless the Borrowers shall have notified the Administrative Agent, Agent prior to 1:00 p.m. (Toronto 11:00 a.m., Philadelphia time) , on the second Business Day following receipt by the Borrower date of the notice or demand from the Fronting Lender referred to in the preceding paragraph, such drawing that the Borrower intends Borrowers intend to reimburse the Fronting Lender such Issuing Bank for the amount of such drawing with funds other than the proceeds of Advances: (a) an Advance, the Borrower Borrowers shall be deemed to have given an Accommodation Request notice to the Administrative Agent requesting the Lenders Revolving Credit Banks to make a Prime an Advance which shall earn interest at the Alternate Base Rate Advance on plus the third Business Day following the date on which such notice is provided by the Fronting Lender to the Borrower in an amount equal to the amount of such drawing; and (b) subject to the terms and conditions of this agreement (including those set forth in Article 6), the Lenders shall, on the next Business Day following the date of such drawing, make such Advance Applicable Margin in accordance with Article 3 and the Administrative Agent shall apply the proceeds thereof to the reimbursement of the Fronting Lender for the amount of such drawing.SECTION

Payment of Amounts Drawn Under Letters of Credit. (a) In the event of any request for a drawing under any Letter of CreditCredit by the beneficiary thereof, the Fronting Lender may Issuing Bank shall notify the Borrower (with a copy of the notice to Borrower, the Administrative Agent) Agent and the Banks on or before the date on which it such Issuing Bank intends to honour honor such drawing. The , and the Borrower (whether or not such notice is given) shall reimburse such Issuing Bank on the Fronting Lender day on demand by the Fronting Lender, which such drawing is honored in Cdn. or US Dollars, as applicable, an amount, amount in same day funds, funds equal to the amount of such drawing. Unless ; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) amounts held by the Administrative Agent in the accounts provided for in Section 5.2(a) or 10.2 shall be applied first to satisfy such reimbursement obligation, (ii) unless the Borrower notifies the Fronting Lender and shall have notified the Administrative Agent, Agent and such Issuing Bank prior to 1:00 p.m. 11:00 a.m. (Toronto New York City time) on the second Business Day following receipt by immediately prior to the Borrower of the notice or demand from the Fronting Lender referred to in the preceding paragraph, date on which such drawing is honored that the Borrower intends to reimburse the Fronting Lender such Issuing Bank for the amount of such drawing with funds other than the proceeds of Advances: (a) Revolving Loans, the Borrower shall be deemed to have timely given an Accommodation Request a Notice of Borrowing to the Administrative Agent requesting the Lenders to make a Prime Revolving Loans which are Base Rate Advance Loans on the third Business Day following the date on which such notice drawing is provided by the Fronting Lender to the Borrower honored in an amount equal to the amount of such drawing; and , and (biii) subject the Banks shall, by 1:00 p.m. (New York City time) on the date of such drawing, make Revolving Loans which are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the terms and amount of such drawing (provided that for the purposes solely of such Borrowing the conditions of this agreement (including those precedent set forth in Article 6Section 6.2 shall not be applicable, it being understood and agreed that the Banks' obligation to make such Revolving Loans shall be absolute and unconditional); and provided, further, that, if for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, the Lenders shallBorrower shall reimburse such Issuing Bank, on the next Business Day business day (under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, make such Advance in accordance with Article 3 an amount in Dollars and the Administrative Agent shall apply the proceeds thereof immediately available funds equal to the reimbursement excess of the Fronting Lender for the amount of such drawingdrawing over 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 3.5(a)(i). Any such payments by the Borrower which are made later than 11:00 a.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made under this Section 3.3 shall be stated to be due on a day.30 which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day. (b) Each Bank shall indemnify and hold harmless the Administrative Agent and each Issuing Bank from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, reasonable attorney's fees and expenses) resulting from any failure on the part of such Bank to provide, on the same day of any drawing under a Letter of Credit, the Administrative Agent with such Bank's Pro Rata Share of the amount of any drawing under such Letter of Credit in accordance with the provisions of Section 3.3(a).