Common use of Reimbursement by the Company of Amounts Drawn or Paid Under Letters of Credit Clause in Contracts

Reimbursement by the Company of Amounts Drawn or Paid Under Letters of Credit. In the event an Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall promptly notify the Company and the Agent, and the Company shall reimburse such Issuing Bank on or before the Business Day immediately following the date on which such notice is provided (the “Reimbursement Date”) in an amount in Dollars and in same day funds equal to the amount of such drawing to be honored; provided that any failure to give or delay in giving such notice shall not relieve the Company of its obligation to reimburse such Issuing Bank and the Lenders with respect to their respective obligations under Section 2.04(e) once such notice is delivered; provided, further, that anything contained herein to the contrary notwithstanding, (i) unless the Company shall have notified the Agent and such Issuing Bank prior to 11:00 a.m. (New York City time) on the date such drawing is honored that the Company intends to reimburse such Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, the Company shall be deemed to have given a timely Loan Notice to the Agent requesting Lenders with Revolving Commitments to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, Lenders with Revolving Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by the Agent to reimburse the honoring Issuing Bank for the amount of such honored drawing; provided, further, if for any reason proceeds of Revolving Loans are not received by the honoring Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, the Company shall reimburse such Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.04(d) shall be deemed to relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein, and the Company shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.04(d).

Reimbursement by the Company of Amounts Drawn or Paid Under Letters of Credit. In the event an Issuing Bank has determined to honor a drawing or request for payment under a Letter of CreditCredit issued by it, it the Issuing Bank shall promptly immediately notify the Company and the Administrative Agent, and the Company shall reimburse such Issuing Bank on or before the Business Day immediately following the date on which such notice drawing is provided honored or such payment is made (the applicable “Reimbursement Date”) in an amount in Dollars and in same day funds equal to the amount of such drawing to be honoredhonored drawing; provided that any failure to give or delay in giving such notice shall not relieve the Company of its obligation to reimburse such Issuing Bank and the Lenders with respect to their respective obligations under Section 2.04(e) once such notice is delivered; providedthat, further, that anything contained herein in this Agreement to the contrary notwithstanding, (i) unless the Company shall have notified the Administrative Agent and such the Issuing Bank prior to 11:00 a.m. 1:00 p.m. (New York City time) on the date of such honored drawing is honored or request for payment that the Company intends to reimburse such Issuing Bank for the amount of such honored drawing or payment with funds other than the proceeds of Revolving Loans, the Company shall be deemed to have given a timely Loan Notice of Borrowing to the Administrative Agent requesting the Lenders with Revolving Commitments to make Revolving Loans that which are Base Rate Loans on the applicable Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, drawing or payment and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02subsection 4.2B, the Lenders with Revolving Commitments shall, on the applicable Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawingdrawing or payment, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the honoring Issuing Bank for the amount of such honored drawingdrawing or payment; provided, further, provided further that if for any reason proceeds of Revolving Loans are not received by the honoring Issuing Bank on the applicable Reimbursement Date in an amount equal to the amount of such honored drawingdrawing or payment, the Company shall reimburse such the Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing or payment over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.04(d) subsection 3.3B shall be deemed to relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth hereinin this Agreement, and the Company shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.04(d).subsection 3.3B.

Reimbursement by the Company of Amounts Drawn or Paid Under Letters of Credit. In the event an Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall promptly immediately notify the Company and the Administrative Agent, and the Company shall reimburse such Issuing Bank on or before the Business Day immediately following the date on which such notice drawing is provided honored (the “Reimbursement Date”) in an amount in Dollars and in same day funds equal to the amount of such drawing to be honored; provided that any failure to give or delay in giving such notice shall not relieve the Company of its obligation to reimburse such Issuing Bank and the Lenders with respect to their respective obligations under Section 2.04(e) once such notice is deliveredhonored drawing; provided, further, that anything contained herein to the contrary notwithstanding, (i) unless the Company shall have notified the Administrative Agent and such the applicable Issuing Bank prior to 11:00 10:00 a.m. (New York City time) on the date such drawing is honored that the Company intends to reimburse such Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, the Company shall be deemed to have given a timely Loan Funding Notice to the Administrative Agent requesting the Lenders with Revolving Commitments to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.024.2, the Lenders with Revolving Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the honoring applicable Issuing Bank for the amount of such honored drawing; provided, and provided further, if for any reason proceeds of Revolving Loans are not received by the honoring applicable Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, the Company shall reimburse such Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.04(d2.3(d) shall be deemed to relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein, and the Company shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.04(d2.3(d).

Reimbursement by the Company of Amounts Drawn or Paid Under Letters of Credit. In the event an Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall promptly immediately notify the Company and the Administrative Agent, and the Company shall reimburse such Issuing Bank on or before the Business Day immediately following the date on which such notice drawing is provided honored (the “Reimbursement Date”) in an amount in Dollars and in same day funds equal to the amount of such drawing to be honored; provided that any failure to give or delay in giving such notice shall not relieve the Company of its obligation to reimburse such Issuing Bank and the Lenders with respect to their respective obligations under Section 2.04(e) once such notice is deliveredhonored drawing; provided, further, that anything contained herein to the contrary notwithstanding, (i) unless the Company shall have notified the Administrative Agent and such Issuing Bank prior to 11:00 a.m. (New York City time) on the date such drawing is honored that the Company intends to reimburse such Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, the Company shall be deemed to have given a timely Loan Funding Notice to the Administrative Agent requesting Lenders with having a Revolving Commitments Commitment to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in CREDIT AND GUARANTY AGREEMENT EXECUTION an amount in Dollars equal to the amount of such honored drawingdrawing (and Administrative Agent shall promptly notify each such Lender having a Revolving Commitment of such deemed request), and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.023.2, Lenders with Revolving Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the honoring Issuing Bank for the amount of such honored drawing; provided, and provided further, if for any reason proceeds of Revolving Loans are not received by the honoring Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, the Company shall reimburse such Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.04(d2.4(d) shall be deemed to relieve any Lender with having a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein, and the Company shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.04(d2.4(d).

Reimbursement by the Company of Amounts Drawn or Paid Under Letters of Credit. In the event an Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall promptly notify the Company and the Agent, and the Company shall reimburse such Issuing Bank on or before the Business Day immediately following the date on which such notice drawing is provided honored (the “Reimbursement Date”) in an amount in Dollars and in same day funds equal to the amount of such drawing to be honoredhonored drawing; provided that any failure to give or delay in giving such notice shall not relieve the Company of its obligation to reimburse such the Issuing Bank and the Lenders with respect to their respective obligations under Section 2.04(e) once such notice is delivered; provided, further, that anything contained herein to the contrary notwithstanding, (i) unless the Company shall have notified the Agent and such Issuing Bank prior to 11:00 10:00 a.m. (New York City time) on the date such drawing is honored that the Company intends to reimburse such Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, the Company shall be deemed to have given a timely Loan Notice to the Agent requesting Lenders with Revolving Commitments to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, Lenders with Revolving Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by the Agent to reimburse the honoring Issuing Bank for the amount of such honored drawing; provided, further, if for any reason proceeds of Revolving Loans are not received by the honoring Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, the Company shall reimburse such Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.04(d) shall be deemed to relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein, and the Company shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.04(d).

Reimbursement by the Company of Amounts Drawn or Paid Under Letters of Credit. In the event an any Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall promptly will immediately notify the Company and the Administrative Agent, and the Company shall will reimburse the applicable Issuing Bank, or the Administrative Agent for the benefit of such Issuing Bank Bank, on or before the Business Day immediately following the date on which such notice drawing is provided honored (the “Reimbursement Date”) in an amount in Dollars (or, in the case of an Alternative Currency Letter of Credit, in the applicable Alternative Currency) and in same day funds equal to the amount of such drawing to be honoredhonored drawing; provided that any failure to give or delay in giving such notice shall not relieve the Company of its obligation to reimburse such Issuing Bank and the Lenders with respect to their respective obligations under Section 2.04(e) once such notice is delivered; provided, further, that anything contained herein to the contrary notwithstanding, (i) unless the Company shall will have notified the Administrative Agent and such the applicable Issuing Bank prior to 11:00 10:00 a.m. (New York City timeLocal Time) on the date such drawing is honored that the Company intends to reimburse such the applicable Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, the Company shall will be deemed to have given a timely Loan Funding Notice to the Administrative Agent requesting Lenders with each Revolving Commitments Lender to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing (or, in the case of an Alternative Currency Letter of Credit, Revolving Loans that are Eurocurrency Rate Loans on the Reimbursement Date in an amount in the applicable Alternative Currency equal to the amount of such honored drawing; provided that if the L/C Disbursement was made in an Additional Letter of Credit Currency, then such deemed Funding Notice shall be for Revolving Loans denominated in Dollars in an aggregate amount equal to the Dollar Equivalent of such L/C Disbursement determined by reference to the Exchange Rate for the date on which such payment is required to be made), and (ii) subject without regard to the satisfaction or waiver of the conditions specified in Section 4.023.2 (each of which conditions precedent the Revolving Lenders hereby irrevocably waive), Lenders with each Revolving Commitments shallLender will, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount in Dollars of such honored drawing (or, in the case of an Alternative Currency Letter of Credit, Revolving Loans that are Eurocurrency Rate Loans in an amount in the applicable Alternative Currency of such honored drawing; provided that if the L/C Disbursement was made in an Additional Letter of Credit Currency, then the Revolving Lenders shall make such Revolving Loans in Dollars in an amount equal to the Dollar Equivalent of such L/C Disbursement determined by reference to the Exchange Rate for the date on which such Revolving Loan is required to be made), the proceeds of which shall will be applied directly by the Administrative Agent to reimburse the honoring applicable Issuing Bank for the amount of such honored drawing; provided, and provided further, if for any reason proceeds of Revolving Loans are not received by the honoring applicable Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, the Company shall will reimburse such Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.04(d2.4(d) shall will be deemed to relieve any Revolving Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein, and the Company shall will retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.04(d2.4(d). If the Company’s reimbursement of, or obligation to reimburse, any amounts in any Alternative Currency would subject the Administrative Agent, the applicable Issuing Bank or any Lender to any stamp duty, ad valorem charge or similar Tax that would not be payable if such reimbursement were made or required to be made in Dollars, then the Company shall, at its option, either (x) pay the amount of any such Tax requested by the Administrative Agent, the applicable Issuing Bank or the applicable Lender(s) or (y) reimburse each L/C Disbursement made in such Alternative Currency in Dollars, in an amount equal to the Dollar Equivalent (calculated using the applicable Exchange Rate on the date such L/C Disbursement is made) of such L/C Disbursement.

Reimbursement by the Company of Amounts Drawn or Paid Under Letters of Credit. In the event an Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall promptly immediately notify the Company and the Administrative Agent, and the Company shall reimburse such Issuing Bank on or before the Business Day immediately following the date on which such notice drawing is provided honored (the “Reimbursement Date”) in an amount in U.S. Dollars and in same day funds equal to the amount of such drawing to be honored; provided that any failure to give or delay in giving such notice shall not relieve the Company of its obligation to reimburse such Issuing Bank and the Lenders with respect to their respective obligations under Section 2.04(e) once such notice is deliveredhonored drawing; provided, further, that anything contained herein to the contrary notwithstanding, (i) unless the Company shall have notified the Administrative Agent and such Issuing Bank prior to 11:00 a.m. (New York City time) on the date such drawing is honored that the Company intends to reimburse such Issuing Bank for the amount of such honored drawing with funds other than the proceeds of U.S. Revolving Loans, the Company shall be deemed to have given a timely Loan Funding Notice to the Administrative Agent requesting Lenders with having a U.S. Revolving Commitments Commitment to make U.S. Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in U.S. Dollars equal to the amount of such honored drawingdrawing (and Administrative Agent shall promptly notify each such Lender having a U.S. Revolving Commitment of such deemed request), and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.023.2, Lenders with Revolving Commitments shall, on the Reimbursement Date, make U.S. Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the honoring Issuing Bank for the amount of such honored drawing; provided, and provided further, if for any reason proceeds of U.S. Revolving Loans are not received by the honoring Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, the Company shall reimburse such Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such U.S. Revolving Loans, if any, which are so received. Nothing in this Section 2.04(d2.5(d) shall be deemed to relieve any Lender with having a U.S. Revolving Commitment from its obligation to make U.S. Revolving Loans on the terms and conditions set forth herein, and the Company shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such U.S. Revolving Loans under this Section 2.04(d2.5(d).

Reimbursement by the Company of Amounts Drawn or Paid Under Letters of Credit. In the event an Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall promptly immediately notify the Company and the Administrative Agent, and the Company shall reimburse such Issuing Bank on or before the Business Day immediately following the date on which such notice drawing is provided honored (the “Reimbursement Date”") in an amount in Dollars and in same day funds equal to the amount of such drawing to be honored; provided that any failure to give or delay in giving such notice shall not relieve the Company of its obligation to reimburse such Issuing Bank and the Lenders with respect to their respective obligations under Section 2.04(e) once such notice is deliveredhonored drawing; provided, further, that anything contained herein to the contrary notwithstanding, (i) unless the Company shall have notified the Administrative Agent and such Issuing Bank prior to 11:00 a.m. 12:00 p.m. (New York City time) on the date such drawing is honored that the Company intends to reimburse such Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, the Company shall be deemed to have given a timely Loan Funding Notice to the Administrative Agent requesting Lenders with Revolving Commitments to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.023.2, Lenders with Revolving Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the honoring Issuing Bank for the amount of such honored drawing; provided, and provided further, if for any reason proceeds of Revolving Loans are not received by the honoring Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, the Company shall reimburse such Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.04(d2.4(d) shall be deemed to relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein, and the Company shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.04(d2.4(d).