Common use of REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT Clause in Contracts

REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. As soon as reasonably practical after the beneficiary of a Letter of Credit attempts to make a drawing under such Letter of Credit, the Issuing Lender of such Letter of Credit shall use reasonable efforts to notify Company thereof; PROVIDED, that the failure to provide such notice shall not in any way affect Company's obligation to reimburse such Issuing Lender in accordance with this subsection 3.3 nor shall such Issuing Lender incur any liability to Company as a result of such failure. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) and in same day funds equal to the amount of such drawing (whether or not Company is the account party under such Letter of Credit); PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 12:00 noon (New York time) on the date of such drawing that Company intends to reimburse such Issuing Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.2B, Lenders having Revolving Loan Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such drawing; and PROVIDED, FURTHER that if for any reason proceeds of Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Lender, on demand, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Lender having a Revolving Loan Commitment from its obligation to make Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this subsection 3.3B.

REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. As soon as reasonably practical after the beneficiary of a Letter of Credit attempts to make a drawing under such Letter of Credit, the Issuing Lender of such Letter of Credit shall use reasonable efforts to notify Company thereof; PROVIDED, that the failure to provide such notice shall not in any way affect Company's obligation to reimburse such Issuing Lender in accordance with this subsection 3.3 nor shall such Issuing Lender incur any liability to Company as a result of such failure. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company that requested the issuance of such Letter of Credit and Administrative Agent, and Company shall reimburse such Issuing Lender on or before the Business Day (the “Reimbursement Date”) immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Canadian Dollars, shall be calculated by reference to in Dollar Equivalents as of the applicable Exchange RateReimbursement Date) and in same day funds equal to the amount of such drawing (whether or not Company is the account party under such Letter of Credit)drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 12:00 noon 11:00 A.M. (New York time) on the date of such drawing that Company intends to reimburse such Issuing Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Domestic Lenders to make Revolving Loans that are Domestic Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Canadian Dollars, shall be calculated by reference to the applicable Exchange Rateamount drawn in Canadian Dollars converted into Dollar Equivalents) equal to the amount of such drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.2B6.2B, Domestic Lenders having Revolving Loan Commitments shall, on the Reimbursement Date, make Revolving Loans that are Domestic Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Lender, on demand, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Domestic Lender having a Revolving Loan Commitment from its obligation to make Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Domestic Lender resulting from the failure of such Domestic Lender to make such Revolving Loans under this subsection 3.3B.

REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. As soon as reasonably practical after the beneficiary of a Letter of Credit attempts to make a drawing under such Letter of Credit, the Issuing Lender of such Letter of Credit shall use reasonable efforts to notify Company thereof; PROVIDED, that the failure to provide such notice shall not in any way affect Company's obligation to reimburse such Issuing Lender in accordance with this subsection 3.3 nor shall such Issuing Lender incur any liability to Company as a result of such failure. In the event an the Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such the Issuing Lender shall immediately notify Company and (unless the Issuing Letter is Administrative Agent) Administrative Agent, and Company shall reimburse such Issuing Lender Administrative Agent on or before the Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATEReimbursement Date") in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) and in same day funds equal to the amount of such drawing (whether or not Company is the account party under such Letter of Credit)drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Adminis trative Agent and such the Issuing Lender prior to 12:00 noon 8:30 A.M. (New York Pacific time) on the date of such drawing that Company intends to reimburse such the Issuing Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.2B4.4B, Lenders having Revolving Loan Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such the Issuing Lender for the amount of such drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Revolving Loans are not received by such the Issuing Lender on the Reimbursement Date in an amount equal to the amount of such drawing, Company shall reimburse such the Issuing Lender, on demand, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Lender having a Revolving Loan Commitment from its obligation to make Revolving Loans on the terms and conditions condi tions set forth in this Agreement, and Company shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this subsection 3.3B.

REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. As soon as reasonably practical after the beneficiary of a Letter of Credit attempts to make a drawing under such Letter of Credit, the If Issuing Lender of such Letter of Credit shall use reasonable efforts to notify Company thereof; PROVIDED, that the failure to provide such notice shall not in any way affect Company's obligation to reimburse such Issuing Lender in accordance with this subsection 3.3 nor shall such Issuing Lender incur any liability to Company as a result of such failure. In the event an Issuing Lender Bank has determined to honor a request for drawing under a Letter of Credit issued by it, such Issuing Lender Bank shall immediately notify Company and Administrative Agent, and Company shall reimburse such Issuing Lender Bank on or before the Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATEReimbursement Date") in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) and in same day funds equal to the amount of such drawing (whether or not Company is the account party under such Letter of Credit)drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (iy) unless Company shall have notified Administrative Agent and such Issuing Lender Bank (if Agent is not Issuing Bank) prior to 12:00 noon 10:00 a.m. (New York California time) on the date of such 41. drawing that Company intends to reimburse such Issuing Lender Bank for the amount of such drawing with funds other than the proceeds of Revolving Working Capital Loans, Company shall be deemed to have given a timely Notice notice of Borrowing borrowing to Administrative Agent requesting Lenders Banks to make Revolving Loans that are Base Rate Working Capital Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such drawing drawing, and (iiz) subject to satisfaction or waiver of the conditions specified in subsection 4.2BSection 5.2, Lenders having Revolving Loan Commitments Banks shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Working Capital Loans in the amount of such drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender Bank for the amount of such drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Revolving Working Capital Loans are not received by such Issuing Lender Bank on the Reimbursement Date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing LenderBank, on demand, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving Working Capital Loans, if any, which are so received. Nothing in this subsection 3.3B Section 2.21(e) shall be deemed to relieve any Lender having a Revolving Loan Commitment Bank from its obligation to make Revolving Working Capital Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this subsection 3.3B..

REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. As soon as reasonably practical after the beneficiary of a Letter of Credit attempts to make a drawing under such Letter of Credit, the Issuing Lender of such Letter of Credit shall use reasonable efforts to notify Company thereof; PROVIDED, that the failure to provide such notice shall not in any way affect Company's obligation to reimburse such Issuing Lender in accordance with this subsection 3.3 nor shall such Issuing Lender incur any liability to Company as a result of such failure. In the event an Issuing Lender Administrative Agent has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender Administrative Agent shall immediately notify Company and Administrative AgentCompany, and Company shall reimburse such Issuing Lender Administrative Agent on or before the Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATEReimbursement Date") in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) and in same day funds equal to the amount of such drawing (whether or not Company is the account party under such Letter of Credit)drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 12:00 noon 8:30 A.M. (New York Pacific time) on the date of such drawing that Company intends to reimburse such Issuing Lender Administrative Agent for the amount of such drawing with funds other than the proceeds of Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.2B, Lenders having Revolving Loan Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender Administrative Agent for the amount of such drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Revolving Loans are not received by such Issuing Lender Administrative Agent on the Reimbursement Date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing LenderAdministrative Agent, on demand, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Lender having a Revolving Loan Commitment from its obligation to make Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this subsection 3.3B.

REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. As soon as reasonably practical after the beneficiary of a Letter of Credit attempts to make a drawing under such Letter of Credit, the Issuing Lender of such Letter of Credit shall use reasonable efforts to notify Company thereof; PROVIDED, that the failure to provide such notice shall not in any way affect Company's obligation to reimburse such Issuing Lender in accordance with this subsection 3.3 nor shall such Issuing Lender incur any liability to Company as a result of such failure. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATEReimbursement Date") in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Canadian Dollars, shall be calculated by reference to the applicable Exchange Ratein Dollar Equivalents) and in same day funds equal to the amount of such drawing (whether or not Company is the account party under such Letter of Credit)drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 12:00 noon Noon (New York time) on the date of such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Domestic Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Canadian Dollars, shall be calculated by reference to the applicable Exchange Ratein Dollar Equivalents) equal to the amount of such drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.2B, Domestic Lenders having Revolving Loan Commitments shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Lender, on demand, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Domestic Lender having a Revolving Loan Commitment from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Domestic Lender resulting from the failure of such Domestic Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. As soon as reasonably practical after the beneficiary of a Letter of Credit attempts to make a drawing under such Letter of Credit, the Issuing Lender of such Letter of Credit shall use reasonable efforts to notify Company thereof; PROVIDED, that the failure to provide such notice shall not in any way affect Company's obligation to reimburse such Issuing Lender in accordance with this subsection 3.3 nor shall such Issuing Lender incur any liability to Company as a result of such failure. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by itCredit, such Issuing Lender shall immediately notify Company and Administrative Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) and in same day funds equal to the amount of such drawing (whether or not Company is the account party under such Letter of Credit)drawing; PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 12:00 noon 10:00 a.m. (New York California time) on the date of such drawing that Company intends to reimburse such Issuing Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such drawing and (ii) subject only to satisfaction or waiver of the conditions specified in subsection 4.2B, Lenders having Revolving Loan Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such drawing; and PROVIDED, PROVIDED FURTHER that if for any reason proceeds of Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Lender, on demand, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Lender having a Revolving Loan Commitment from its obligation to make Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this subsection 3.3B.

REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. As soon as reasonably practical after the beneficiary of a Letter of Credit attempts to make a drawing under such Letter of Credit, the Issuing Lender of such Letter of Credit shall use reasonable efforts to notify Company thereof; PROVIDED, that the failure to provide such notice shall not in any way affect Company's obligation to reimburse such Issuing Lender in accordance with this subsection 3.3 nor shall such Issuing Lender incur any liability to Company as a result of such failure. In the event an Issuing Lender Administrative Agent has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender Administrative Agent shall immediately notify Company and Administrative AgentCompany, and Company shall reimburse such Issuing Lender Administrative Agent on or before the Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATEReimbursement Date") in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) and in same day funds equal to the amount of such drawing (whether or not Company is the account party under such Letter of Credit)drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 12:00 noon 8:30 A.M. (New York Pacific time) on the date of such drawing that Company intends to reimburse such Issuing Lender Administrative Agent for the amount of such drawing with funds other than the proceeds of Revolving Tranche A Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Revolving Loans that are Base Rate Tranche A Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.2B4.4B, Lenders having Revolving Loan Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Tranche A Loans in the amount of such drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender Administrative Agent for the amount of such drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Revolving Tranche A Loans are not received by such Issuing Lender Administrative Agent on the Reimbursement Date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing LenderAdministrative Agent, on demand, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving Tranche A Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Lender having a Revolving Loan Commitment from its obligation to make Revolving Tranche A Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Tranche A Loans under this subsection 3.3B.

REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. As soon as reasonably practical after the beneficiary of a Letter of Credit attempts to make a drawing under such Letter of Credit, the Issuing Lender of such Letter of Credit shall use reasonable efforts to notify Company thereof; PROVIDED, that the failure to provide such notice shall not in any way affect Company's obligation to reimburse such Issuing Lender in accordance with this subsection 3.3 nor shall such Issuing Lender incur any liability to Company as a result of such failure. In the event an Issuing Lender has determined to honor a request for drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "``REIMBURSEMENT DATE"'') in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) and in same day funds equal to the amount of such drawing (whether or not Company is the account party under such Letter of Credit)drawing; PROVIDED provided that, anything contained in this Agreement to the -------- contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 12:00 noon 11:00 A.M. (New York time) on the date of such drawing that Company intends to reimburse such Issuing Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.2B4.2C, Lenders having Revolving Loan Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such drawing; and PROVIDEDprovided, FURTHER -------- further that if for any reason proceeds of Revolving Loans are not received by ------- such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Lender, on demand, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Lender having a Revolving Loan Commitment from its obligation to make Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this subsection 3.3B.

REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. As soon as reasonably practical after the beneficiary of a Letter of Credit attempts to make a drawing under such Letter of Credit, the Issuing Lender of such Letter of Credit shall use reasonable efforts to notify Company thereof; PROVIDED, that the failure to provide such notice shall not in any way affect Company's obligation to reimburse such Issuing Lender in accordance with this subsection 3.3 nor shall such Issuing Lender incur any liability to Company as a result of such failure. In the event an Issuing Lender has determined to honor a request for drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE"``Reimbursement Date'') in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) and in same day funds equal to the amount of such drawing (whether or not Company is the account party under such Letter of Credit)drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 12:00 noon 11:00 A.M. (New York time) on the date of such drawing that Company intends to reimburse such Issuing Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.2B4.2C, Lenders having Revolving Loan Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Lender, on demand, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Lender having a Revolving Loan Commitment from its obligation to make Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this subsection 3.3B.

REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. As soon as reasonably practical after the beneficiary of a Letter of Credit attempts to make a drawing under such Letter of Credit, the Issuing Lender of such Letter of Credit shall use reasonable efforts to notify Company thereof; PROVIDED, that the failure to provide such notice shall not in any way affect Company's obligation to reimburse such Issuing Lender in accordance with this subsection 3.3 nor shall such Issuing Lender incur any liability to Company as a result of such failure. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) and in same day funds equal to the amount of such drawing (whether or not Company is the account party under such Letter of Credit)drawing; PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 12:00 noon 10:00 A.M. (New York time) on the date of such drawing that Company intends to reimburse such Issuing Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.2B4.5B, Lenders having Revolving Loan Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such drawing; and PROVIDED, FURTHER that if for any reason proceeds of Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Lender, on demand, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Lender having a Revolving Loan Commitment from its obligation to make Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this subsection 3.3B.

REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. As soon as reasonably practical after the beneficiary of a Letter of Credit attempts to make a drawing under such Letter of Credit, the Issuing Lender of such Letter of Credit shall use reasonable efforts to notify Company thereof; PROVIDED, that the failure to provide such notice shall not in any way affect Company's obligation to reimburse such Issuing Lender in accordance with this subsection 3.3 nor shall such Issuing Lender incur any liability to Company as a result of such failure. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) and in same day funds equal to the amount of such drawing (whether or not Company is the account party under such Letter of Credit)drawing; PROVIDED provided that, anything contained in this -------- Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent (if Issuing Lender is not Administrative Agent) and such Issuing Lender prior to 12:00 noon 11:00 A.M. (New York time) on the date of such drawing that Company intends to reimburse such Issuing Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.2B, Lenders having Revolving Loan Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such drawing; and PROVIDEDprovided, FURTHER further that if for any reason -------- ------- proceeds of Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Lender, on demand, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Lender having a Revolving Loan Commitment from its obligation to make Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this subsection 3.3B.

REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. As soon as reasonably practical after the beneficiary of a Letter of Credit attempts to make a drawing under such Letter of Credit, the Issuing Lender of such Letter of Credit shall use reasonable efforts to notify Company thereof; PROVIDED, that the failure to provide such notice shall not in any way affect Company's obligation to reimburse such Issuing Lender in accordance with this subsection 3.3 nor shall such Issuing Lender incur any liability to Company as a result of such failure. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company that requested the issuance of such Letter of Credit and Administrative Agent, and Company shall reimburse such Issuing Lender on or before the Business Day (the "REIMBURSEMENT DATE") immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Canadian Dollars, shall be calculated by reference to the applicable Exchange Ratein Dollar Equivalents) and in same day funds equal to the amount of such drawing (whether or not Company is the account party under such Letter of Credit)drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 12:00 noon 11:00 A.M. (New York time) on the date of such drawing that Company intends to reimburse such Issuing Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Domestic Lenders to make Revolving Loans that are Tranche A Domestic Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Canadian Dollars, shall be calculated by reference to the applicable Exchange Rateamount drawn in Canadian Dollars converted into Dollar Equivalents) equal to the amount of such drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.2B6.2B, Domestic Lenders having Revolving Loan Commitments shall, on the Reimbursement Date, make Revolving Loans that are Tranche A Domestic Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Lender, on demand, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Domestic Lender having a Revolving Loan Commitment from its obligation to make Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Domestic Lender resulting from the failure of such Domestic Lender to make such Revolving Loans under this subsection 3.3B.

REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. As soon as reasonably practical after the beneficiary of a Letter of Credit attempts to make a drawing under such Letter of Credit, the Issuing Lender of such Letter of Credit shall use reasonable efforts to notify Company thereof; PROVIDED, that the failure to provide such notice shall not in any way affect Company's obligation to reimburse such Issuing Lender in accordance with this subsection 3.3 nor shall such Issuing Lender incur any liability to Company as a result of such failure. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) and in same day funds equal to the amount of such drawing (whether or not Company is the account party under such Letter of Credit); PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 12:00 noon Noon (New York City time) on the date of such drawing that Company intends to reimburse such Issuing Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing (it being understood, however, that such deemed Notice of Borrowing shall not be deemed to Administrative be a representation of Company that the representations and warranties contained in the Loan Documents are true, correct and complete in all material respects on and as of the date of such deemed Notice of Borrowing) to Agent requesting Revolving Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.2B, Revolving Lenders having Revolving Loan Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such drawing; and PROVIDED, FURTHER provided further that if for any reason proceeds of Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Lender, on demand, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Revolving Lender having a Revolving Loan Commitment from its obligation to make Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Revolving Lender resulting from the failure of such Revolving Lender to make such Revolving Loans under this subsection 3.3B.

REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. As soon as reasonably practical after the beneficiary of a Letter of Credit attempts to make a drawing under such Letter of Credit, the Issuing Lender of such Letter of Credit shall use reasonable efforts to notify Company thereof; PROVIDED, that the failure to provide such notice shall not in any way affect Company's obligation to reimburse such Issuing Lender in accordance with this subsection 3.3 nor shall such Issuing Lender incur any liability to Company as a result of such failure. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) and in same day funds equal to the amount of such drawing (whether or not Company is the account party under such Letter of Credit)drawing; PROVIDED provided that, anything contained in this -------- Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent (if Issuing Lender is not Administrative Agent) and such Issuing Lender prior to 12:00 noon 11:00 A.M. (New York time) on the date of such drawing that Company intends to reimburse such Issuing Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.2B4.3B, Lenders having Revolving Loan Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such drawing; and PROVIDEDprovided, FURTHER further that if for any reason -------- ------- proceeds of Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Lender, on demand, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Lender having a Revolving Loan Commitment from its obligation to make Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this subsection 3.3B.

REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. As soon as reasonably practical after the beneficiary of a Letter of Credit attempts to make a drawing under such Letter of Credit, the Issuing Lender of such Letter of Credit shall use reasonable efforts to notify Company thereof; PROVIDED, that the failure to provide such notice shall not in any way affect Company's obligation to reimburse such Issuing Lender in accordance with this subsection 3.3 nor shall such Issuing Lender incur any liability to Company as a result of such failure. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify the Company and Administrative Agent, and the Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) and in same day funds equal to the amount of such drawing (whether or not Company is the account party under such Letter of Credit)drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Company shall have notified Administrative Agent and such Issuing Lender prior to 12:00 noon Noon (New York time) on the date of such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.2B, Lenders having Revolving Loan Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Lender, on demand, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Lender having a Revolving Loan Commitment from its obligation to make Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this subsection 3.3B.to

REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. As soon as reasonably practical after the beneficiary of a Letter of Credit attempts to make a drawing under such Letter of Credit, the Issuing Lender of such Letter of Credit shall use reasonable efforts to notify Company thereof; PROVIDED, that the failure to provide such notice shall not in any way affect Company's obligation to reimburse such Issuing Lender in accordance with this subsection 3.3 nor shall such Issuing Lender incur any liability to Company as a result of such failure. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company that requested the issuance of such Letter of Credit and Domestic Administrative Agent, and Company shall reimburse such Issuing Lender on or before the Business Day (the “Reimbursement Date”) immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Canadian Dollars, shall be calculated by reference to in Dollar Equivalents as of the applicable Exchange RateReimbursement Date) and in same day funds equal to the amount of such drawing (whether or not Company is the account party under such Letter of Credit)drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Domestic Administrative Agent and such Issuing Lender prior to 12:00 noon 11:00 a.m. (New York time) on the date of such drawing that Company intends to reimburse such Issuing Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Domestic Administrative Agent requesting Domestic Lenders to make Revolving Loans that are Domestic Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Canadian Dollars, shall be calculated by reference to the applicable Exchange Rateamount drawn in Canadian Dollars converted into Dollar Equivalents) equal to the amount of such drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.2B6.2B, Domestic Lenders having Revolving Loan Commitments shall, on the Reimbursement Date, make Revolving Loans that are Domestic Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by Domestic Administrative Agent to reimburse such Issuing Lender for the amount of such drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Lender, on demand, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Domestic Lender having a Revolving Loan Commitment from its obligation to make Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Domestic Lender resulting from the failure of such Domestic Lender to make such Revolving Loans under this subsection 3.3B.

REIMBURSEMENT BY COMPANY OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. As soon as reasonably practical after the beneficiary of a Letter of Credit attempts to make a drawing under such Letter of Credit, the Issuing Lender of such Letter of Credit shall use reasonable efforts to notify Company thereof; PROVIDED, that the failure to provide such notice shall not in any way affect Company's obligation to reimburse such Issuing Lender in accordance with this subsection 3.3 nor shall such Issuing Lender incur any liability to Company as a result of such failure. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars and in same day funds equal to the amount of such drawing (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) and in same day funds equal to Rate on the amount of date such drawing (whether or not Company is the account party under such Letter of Credithonored); PROVIDED provided that, anything contained in this -------- Agreement to the contrary notwithstanding, , (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 12:00 noon 11:00 A.M. (New York time) on the date of such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such drawing with funds other than the proceeds of Tranche A Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders having a Tranche A Revolving Loan Commitment to make Tranche A Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such drawing (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to Rate on the amount of date such drawing is honored) and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.2B, Lenders having a Tranche A Revolving Loan Commitments Commitment shall, on the Reimbursement Date, make Tranche A Revolving Loans that are Base Rate Loans in the amount of such drawingdrawing as aforesaid, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Tranche A Revolving Loans -------- ------- are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Lender, on demand, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Tranche A Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Lender having a Tranche A Revolving Loan Commitment from its obligation to make Tranche A Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Lender having a Tranche A Revolving Loan Commitment resulting from the failure of such Lender to make such Tranche A Revolving Loans under this subsection 3.3B.