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

Payment of Amounts Drawn Under Letters of Credit. (a) In the event of any request or demand for payment under any Domestic Letter of Credit by the beneficiary thereof, the Domestic L/C Issuer shall promptly notify Interface (which notice shall be deemed to be notice to the applicable L/C Account Party as well), the Domestic Agent and the Participating Lenders and, in any event, unless otherwise expressly provided in the Domestic Letter of Credit or the terms of such Domestic Letter of Credit require the honoring of a drawing thereunder on the date of, or the Business Day after, such drawing, no later than 10:00 a.m. (Eastern time) on the Business Day immediately preceding the date on which the Domestic L/C Issuer intends to honor such drawing; and the L/C Account Party, or Interface on behalf of such L/C Account Party, shall reimburse the Domestic L/C Issuer on the day on which such drawing is honored in same day funds in an amount equal to the amount of such drawing; provided that, unless the applicable L/C Account Party or Interface, on behalf of such L/C Account Party, shall have paid to the Domestic L/C Issuer prior to 11:00 a.m. (Eastern time) on the Business Day immediately prior to the date on which such drawing is to be honored an amount in immediately available funds sufficient to reimburse the Domestic L/C Issuer for the amount of such drawing, a Domestic Syndicated Borrowing Notice shall be deemed to have been made in accordance with Section 2.02(c)(ii); provided that, solely for purposes of such Domestic Syndicated Borrowing, the conditions precedent set forth in Section 5.03 of this Agreement shall not be applicable; provided further that, if for any reason, the proceeds of one or more Domestic Syndicated Loans made pursuant to Section 2.02(c)(ii) are not received by the Domestic L/C Issuer on the date of the drawing against such Domestic Letter of Credit was honored in an amount equal to the amount of such drawing, the L/C Account Party or Interface, on behalf of such L/C Account Party, hereby agrees to reimburse the Domestic L/C Issuer, on the Business Day immediately following the date of such drawing, in an amount in immediately available funds equal to the excess of the amount of such drawing over the amount of such Domestic Syndicated Loans, if any, which are so received by the Domestic Agent from the Lenders, plus accrued interest on such amount at the Base Rate (plus the Applicable Margin).

Payment of Amounts Drawn Under Letters of Credit. (a) In the event of any request or demand for payment under any Domestic Letter of Credit by the beneficiary thereof, the Domestic L/C Issuer shall promptly notify Interface (which notice shall be deemed to be notice to the applicable L/C Account Party as well), the Domestic Agent and the Participating Lenders and, in any event, unless otherwise expressly provided in the Domestic Letter of Credit or the terms of such Domestic Letter of Credit require the honoring of a drawing thereunder on the date of, or the Business Day after, such drawing, no later than 10:00 a.m. (Eastern time) on the Business Day immediately preceding the date on which the Domestic L/C Issuer intends to honor such drawing; and the L/C Account Party, or Interface on behalf of such L/C Account Party, shall reimburse the Domestic L/C Issuer on the day on which such drawing is honored in same day funds in an amount equal to the amount of such drawing; provided that, unless the applicable L/C Account Party or Interface, on behalf of such L/C Account Party, shall have paid to the Domestic L/C Issuer prior to 11:00 a.m. (Eastern time) on the Business Day immediately prior to the date on which such drawing is to be honored an amount in immediately available funds sufficient to reimburse the Domestic L/C Issuer for the amount of such drawing, a Domestic Syndicated Borrowing Notice shall be deemed to have been made in accordance with Section 2.02(c)(ii); provided that, solely for purposes of such Domestic Syndicated Borrowing, the conditions precedent set forth in Section 5.03 of this the Credit Agreement shall not be applicable; provided further that, if for any reason, the proceeds of one or more Domestic Syndicated Loans made pursuant to Section 2.02(c)(ii) are not received by the Domestic L/C Issuer on the date of the drawing against such Domestic Letter of Credit was honored in an amount equal to the amount of such drawing, the L/C Account Party or Interface, on behalf of such L/C Account Party, hereby agrees to reimburse the Domestic L/C Issuer, on the Business Day immediately following the date of such drawing, in an amount in immediately available funds equal to the excess of the amount of such drawing over the amount of such Domestic Syndicated Loans, if any, which are so received by the Domestic Agent from the Lenders, plus accrued interest on such amount at the Base Rate (plus the Applicable Margin).

Payment of Amounts Drawn Under Letters of Credit. (a) In the event of any request or demand for payment under any Domestic Letter of Credit by the beneficiary thereof, the Domestic L/C Issuer shall promptly notify Interface (which notice shall be deemed to be notice to the applicable L/C Account Party as well), the Domestic Agent and the Participating Lenders and, in any event, unless otherwise expressly provided in the Domestic Letter of Credit or the terms of such Domestic Letter of Credit require the honoring of a drawing thereunder on the date of, or the Business Day after, such drawing, no later than 10:00 a.m. (Eastern time) on the Business Day immediately preceding the date on which the Domestic L/C Issuer intends to honor such drawing; and the L/C Account Party, or Interface on behalf of such L/C Account Party, shall reimburse the Domestic L/C Issuer on the day on which such drawing is honored in same day funds in an amount equal to the amount of such drawing; provided PROVIDED that, unless the applicable L/C Account Party or Interface, on behalf of such L/C Account Party, shall have paid to the Domestic L/C Issuer prior to 11:00 a.m. (Eastern time) on the Business Day immediately prior to the date on which such drawing is to be honored an amount in immediately available funds sufficient to reimburse the Domestic L/C Issuer for the amount of such drawing, a Domestic Syndicated Borrowing Notice shall be deemed to have been made in accordance with Section 2.02(c)(ii); provided PROVIDED that, solely for purposes of such Domestic Syndicated Borrowing, the conditions precedent set forth in Section 5.03 of this the Credit Agreement shall not be applicable; provided further PROVIDED FURTHER that, if for any reason, the proceeds of one or more Domestic Syndicated Loans made pursuant to Section 2.02(c)(ii) are not received by the Domestic L/C Issuer on the date of the drawing against such Domestic Letter of Credit was honored in an amount equal to the amount of such drawing, the L/C Account Party or Interface, on behalf of such L/C Account Party, hereby agrees to reimburse the Domestic L/C Issuer, on the Business Day immediately following the date of such drawing, in an amount in immediately available funds equal to the excess of the amount of such drawing over the amount of such Domestic Syndicated Loans, if any, which are so received by the Domestic Agent from the Lenders, plus accrued interest on such amount at the Base Rate (plus the Applicable Margin). (b) In the event of any request or demand for payment under any UK Multicurrency Letter of Credit by the beneficiary thereof, the UK Multicurrency L/C Issuer shall promptly notify Interface (which notice shall be deemed to be notice to the applicable L/C Account Party as well), the Multicurrency Agent and the Participating Lenders and, in any event, unless otherwise expressly provided in the UK Multicurrency Letter of Credit, no later than 10:00 a.m. (local time at the office of the UK Multicurrency L/C Issuer where payment is to be made) on the Business Day immediately preceding the date on which the UK Multicurrency L/C Issuer intends to honor such drawing; and L/C Account Party, or Interface on behalf of such L/C Account Party, shall reimburse the UK Multicurrency L/C Issuer on the day on which such drawing is honored in same day funds in an amount equal to the amount of such drawing and in the Foreign Currency of such UK Multicurrency Letter of Credit; PROVIDED that, unless the applicable L/C Account Party or Interface, on behalf of such L/C Account Party, shall have paid to the UK Multicurrency L/C Issuer prior to 11:00 a.m. (local time at the office of the UK Multicurrency L/C Issuer where payment is to be made) on the Business Day immediately prior to the date on which such drawing is to be honored an amount in immediately available funds in such Foreign Currency sufficient to reimburse the UK Multicurrency L/C Issuer for the amount of such drawing, (i) a UK Multicurrency Swing Line Loan shall be made pursuant to Section 3.02(c)(ii)(B), which shall be used to repay such amount to the UK Multicurrency L/C Issuer, and (ii) a UK Multicurrency Syndicated Loan shall be made pursuant to Section 3.02(c)(ii)(A), which shall be used to repay such UK Multicurrency Swing Line Loan in an amount equal to the amount of such drawing (based upon the Dollar Equivalent thereof as of the date of such drawing); PROVIDED FURTHER that, if for any reason, the proceeds of such UK Multicurrency Swing Line Loan to be made pursuant to Section 3.02(c)(ii)(B) is not received by the UK Multicurrency L/C Issuer on the date of the drawing against such UK Multicurrency Letter of Credit was honored in an amount equal to the amount of such drawing, the L/C Account Party or Interface, on behalf of such L/C Account Party, hereby agrees to reimburse the UK Multicurrency L/CIssuer, on the Business Day immediately following the date of such drawing, in an amount in immediately available funds equal to the excess of the amount of such drawing over the amount of the UK Multicurrency Swing Line Loan (if any), which was so received by the Multicurrency Agent from the UK Multicurrency Swing Line Loan Lender, plus accrued interest on such amount at the UK Fixing Rate; AND PROVIDED FURTHER that, if for any reason, the proceeds of such UK Multicurrency Syndicated Loans to be made pursuant to Section 3.02(c)(ii)(A) are not received by the UK Multicurrency Swing Line Lender on the date which is four Business Days after the UK Multicurrency Swing Line Lender made such UK Multicurrency Swing Line Loan in an amount equal to the amount of such UK Multicurrency Swing Line Loan, the L/C Account Party or Interface, on behalf of such L/C Account Party, hereby agrees to immediately repay such UK Multicurrency Swing Line Loan, on the Business Day which is five Business Days after such UK Multicurrency Swing Line Loan was made, in an amount in immediately available funds equal to the excess of the amount of such UK Multicurrency Swing Line Loan over the amount of the UK Multicurrency Swing Line Loans (if any), which are so received by the Multicurrency Agent from the Lenders, plus accrued interest on such amount at the UK Fixing Rate. (c) Any payments owed by an L/C Account Party or Interface pursuant to this Section 2A.03 which are made later than 11:00 a.m. (Eastern time, in the case of a Domestic Letter of Credit, or local time at the office of the UK Multicurrency L/C Issuer where payment is to be made, in the case of a UK Multicurrency Letter of Credit) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made under this Section 2A.03 shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day. (d) Each Lender shall indemnify and hold harmless the Domestic Agent and the Domestic L/C Issuer from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, attorneys' fees and expenses) resulting from any failure on the part of such Lender (except to the extent caused by the Domestic Agent's gross negligence or willful misconduct) to provide, on the same day of any drawing under a Domestic Letter of Credit, the Domestic Agent with such Lender's Pro Rata Share of the amount of any drawing under such Domestic Letter of Credit in accordance with the provisions of this Section 2A.03. Each Lender shall indemnify and hold harmless the Multicurrency Agent, the UK Multicurrency L/C Issuer, and the UK Multicurrency Swing Line Lender, as applicable, from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, attorneys' fees and expenses) resulting from any failure on the part of such Lender (except to the extent caused by the Domestic Agent's gross negligence or willful misconduct) to provide, on the date required pursuant to Section 3.02(c)(ii), the Multicurrency Agent with such Lender's Pro Rata Share of any UK Multicurrency Syndicated Borrowing required pursuant to Section 3.02(c)(ii) to repay the outstanding principal of any UK Multicurrency Swing Line Loan which was made to refund the reimbursement obligations under any UK Multicurrency Letter of Credit in accordance with the provisions of this Section 2A.03 and Section 3.02(c)(ii).