Common use of Reimbursement; Participations Clause in Contracts

Reimbursement; Participations. (a) If any Issuing Bank honors any request for payment under a Letter of Credit or, if applicable an LC Guaranty with respect to a Letter of Credit, the applicable Borrower shall pay to such Issuing Bank, on the same day, if notice of such honor is given to the applicable Borrower prior to 1:00 p.m. on the honor date, and otherwise on the next Business Day (“Reimbursement Date”), the amount paid by such Issuing Bank under such Letter of Credit or, if applicable, under an LC Guaranty with respect to such Letter of Credit, together with interest at the interest rate for (a) in the case of a Letter of Credit denominated in Dollars, Base Rate Loans and (b) in the case of a Letter of Credit denominated in Canadian Dollars issued for the account of the Canadian Borrower, Canadian Prime Rate Loans, in each case, from the Reimbursement Date until payment by the relevant Borrower. The obligation of the applicable Borrower to reimburse the Issuing Banks for any payment made under a Letter of Credit or LC Guaranty shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that the Borrowers may have at any time against the beneficiary. Whether or not any Borrower submits a Notice of Borrowing, the relevant Borrower shall be deemed to have requested a Borrowing of Base Rate Loans or Canadian Prime Rate Loans, as the case may be, in an amount necessary to pay all amounts due to the applicable Issuing Bank on any Reimbursement Date and (a) in the case of a Letter of Credit issued for the account of the US Borrower, each US Lender agrees to fund its Pro Rata share of such Borrowing whether or not the US Revolver Commitments have terminated, a US Revolver Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied and (b) in the case of a Letter of Credit issued for the account of the Canadian Borrower, each Canadian Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Canadian Revolver Commitments have terminated, a Canadian Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

Reimbursement; Participations. (a) If any Issuing Bank honors any request for payment under a Letter of Credit or, if applicable an LC Guaranty with respect to a Letter of Credit, the applicable Requesting Borrower shall pay to such Issuing Bank, on the same day, if notice of such honor is given to the applicable Borrower prior to 1:00 p.m. on the honor date, and otherwise on the next Business Day day (“Reimbursement Date”), the amount paid by such Issuing Bank under such Letter of Credit or, if applicable, under an LC Guaranty with respect to such Letter of Credit, together with interest at the interest rate for Floating Rate Loans (a) in based on the case of a Letter of Credit denominated in Dollars, U.S. Base Rate Loans and (b) in the case of a Letter of Credit denominated in Canadian Dollars issued for the account of the Canadian Borrower, or Canadian Prime Rate LoansRate, in each case, as applicable) from the Reimbursement Date until payment by the relevant such Requesting Borrower. The obligation of the applicable Borrower U.S. Borrowers to reimburse the Issuing Banks Bank for any payment made under a Letter of Credit or LC Guaranty requested by a U.S. Borrower shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower may have at any time against the beneficiary. The obligation of Canadian Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit requested by Canadian Borrowers shall be absolute, unconditional, irrevocable, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower may have at any time against the beneficiary. Whether or not any Borrower submits a Notice of BorrowingBorrowing has been submitted on behalf of a Requesting Borrower, the relevant such Requesting Borrower shall be deemed to have requested a Borrowing of Floating Rate Loans (based on the U.S. Base Rate Loans or Canadian Prime Rate LoansRate, as the case may be, applicable) in an amount necessary to pay all amounts due to the applicable Issuing Bank on any Reimbursement Date and (a) in the case of a Letter of Credit issued for the account of the US Borrower, each US Lender agrees to shall fund its Pro Rata share of such Borrowing whether or not the US Revolver Commitments have terminated, a US Revolver Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied and (b) in the case of a Letter of Credit issued for the account of the Canadian Borrower, each Canadian Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Canadian Revolver Commitments have terminated, a Canadian Overadvance, U.S. Overadvance or an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

Reimbursement; Participations. (a) If any Issuing Bank honors any request for payment under a Letter of Credit or, if applicable an LC Guaranty with respect to a Letter of Credit, the applicable Requesting Borrower shall pay to such Issuing Bank, on the same day, if notice of such honor is given to the applicable Borrower prior to 1:00 p.m. on the honor date, and otherwise on the next Business Day day (“"Reimbursement Date”"), the amount paid by such Issuing Bank under such Letter of Credit or, if applicable, under an LC Guaranty with respect to such Letter of Credit, together with interest at the interest rate for Floating Rate Loans (a) in based on the case of a Letter of Credit denominated in Dollars, U.S. Base Rate Loans and (b) in the case of a Letter of Credit denominated in Canadian Dollars issued for the account of the Canadian Borrower, or Canadian Prime Rate LoansRate, in each case, as applicable) from the Reimbursement Date until payment by the relevant such Requesting Borrower. The obligation of the applicable Borrower U.S. Borrowers to reimburse the Issuing Banks Bank for any payment made under a Letter of Credit or LC Guaranty requested by a U.S. Borrower shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower may have at any time against the beneficiary. The obligation of Canadian Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit requested by Canadian Borrowers shall be absolute, unconditional, irrevocable, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower may have at any time against the beneficiary. Whether or not any Borrower submits a Notice of BorrowingBorrowing has been submitted on behalf of a Requesting Borrower, the relevant such Requesting Borrower shall be deemed to have requested a Borrowing of Floating Rate Loans (based on the U.S. Base Rate Loans or Canadian Prime Rate LoansRate, as the case may be, applicable) in an amount necessary to pay all amounts due to the applicable Issuing Bank on any Reimbursement Date and (a) in the case of a Letter of Credit issued for the account of the US Borrower, each US Lender agrees to shall fund its Pro Rata share of such Borrowing whether or not the US Revolver Commitments have terminated, a US Revolver Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied and (b) in the case of a Letter of Credit issued for the account of the Canadian Borrower, each Canadian Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Canadian Revolver Commitments have terminated, a Canadian Overadvance, U.S. Overadvance or an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

Reimbursement; Participations. (a) If any Canadian Issuing Bank honors any request for payment under a Letter of Credit or, if applicable an LC Guaranty with respect to a Canadian Letter of Credit, the applicable Canadian Borrower shall pay to such Canadian Issuing Bank, on the same day, if notice of such honor is given to the applicable Borrower prior to 1:00 p.m. on the honor date, and otherwise on the next Business Day day (“Canadian Reimbursement Date”), the amount paid by such Canadian Issuing Bank under such Canadian Letter of Credit or, if applicable, under an LC Guaranty with respect to such in the same currency in which the Letter of CreditCredit was denominated unless otherwise specified by Agent or Canadian Issuing Bank (at their respective option) that it requires payment in Dollars or Canadian Dollars calculated at the Spot Rate, together with interest at the interest rate for (a) in the case of a Letter of Credit denominated in Dollars, Base Rate Loans and (b) in the case of a Letter of Credit denominated in Canadian Dollars issued for the account of the Canadian Borrower, Canadian Prime Rate Loans, in each case, Loans from the Canadian Reimbursement Date until payment by the relevant Canadian Borrower. The obligation of the applicable Canadian Borrower to reimburse the Canadian Issuing Banks Bank for any payment made under a Canadian Letter of Credit or LC Guaranty shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Canadian Letter of Credit or the existence of any claim, setoff, defense or other right that the Borrowers Canadian Borrower may have at any time against the beneficiary. Whether or not any Borrower Agent submits a Notice of Borrowing, the relevant Canadian Borrower shall be deemed to have requested a Borrowing of Base Rate Loans or Canadian Prime Rate Loans, as the case may be, Loans in an amount necessary to pay all amounts due to the applicable Canadian Issuing Bank on any Canadian Reimbursement Date and (a) in the case of a Letter of Credit issued for the account of the US Borrower, each US Lender agrees to fund its Pro Rata share of such Borrowing whether or not the US Revolver Commitments have terminated, a US Revolver Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied and (b) in the case of a Letter of Credit issued for the account of the Canadian Borrower, each Canadian Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Canadian Revolver Commitments have terminated, a Canadian Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied. In the event that (i) a drawing denominated in a foreign currency (other than Dollars or Canadian Dollars) (such foreign currency, a “Canadian Reimbursed Foreign Currency”) is to be reimbursed in Dollars or Canadian Dollars pursuant to the first sentence in this Section 2.4.2(a); and (ii) the Dollars or Canadian Dollars amount, as applicable, paid by Canadian Borrower shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Canadian Reimbursed Foreign Currency equal to the drawing, Canadian Borrower agrees, as a separate and independent obligation, to indemnify Canadian Issuing Bank for the loss resulting from its inability on that date to purchase the Canadian Reimbursed Foreign Currency in the full amount of the drawing.

Reimbursement; Participations. (a) If any Canadian Issuing Bank honors any request for payment under a Letter of Credit or, if applicable an LC Guaranty with respect to a Canadian Letter of Credit, the applicable Borrower Canadian Borrowers shall pay to such Canadian Issuing Bank, on the same day, if notice of such honor is given to the applicable Borrower prior to 1:00 p.m. on the honor date, and otherwise on the next Business Day day (“Canadian Reimbursement Date”), the amount paid by such Canadian Issuing Bank under such Canadian Letter of Credit or, if applicable, under an LC Guaranty with respect to such in the same currency in which the Letter of CreditCredit was denominated unless otherwise specified by Agent or Canadian Issuing Bank (at their respective option) that it requires payment in Dollars or Canadian Dollars calculated at the Spot Rate, together with interest at the interest rate for (a) in the case of a Letter of Credit denominated in Dollars, Base Rate Loans and (b) in the case of a Letter of Credit denominated in Canadian Dollars issued for the account of the Canadian Borrower, Canadian Prime Rate Loans, in each case, Loans from the Canadian Reimbursement Date until payment by the relevant BorrowerCanadian Borrowers. The obligation of the applicable Borrower Canadian Borrowers to reimburse the Canadian Issuing Banks Bank for any payment made under a Canadian Letter of Credit or LC Guaranty shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Canadian Letter of Credit or the existence of any claim, setoff, defense or other right that the Canadian Borrowers may have at any time against the beneficiary. Whether or not any Borrower Agent submits a Notice of Borrowing, the relevant Borrower Canadian Borrowers shall be deemed to have requested a Borrowing of Base Rate Loans or Canadian Prime Rate Loans, as the case may be, Loans in an amount necessary to pay all amounts due to the applicable Canadian Issuing Bank on any Canadian Reimbursement Date and (a) in the case of a Letter of Credit issued for the account of the US Borrower, each US Lender agrees to fund its Pro Rata share of such Borrowing whether or not the US Revolver Commitments have terminated, a US Revolver Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied and (b) in the case of a Letter of Credit issued for the account of the Canadian Borrower, each Canadian Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Canadian Revolver Commitments have terminated, a Canadian Overadvance exists or is created thereby, or the conditions in Section Article 6 are satisfied. In the event that (i) a drawing denominated in a foreign currency (other than Dollars or Canadian Dollars) (such foreign currency, a “Canadian Reimbursed Foreign Currency”) is to be reimbursed in Dollars or Canadian Dollars pursuant to the first sentence in this Section 2.4.2(a); and (ii) the Dollars or Canadian Dollars amount, as applicable, paid by the Canadian Borrowers shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Canadian Reimbursed Foreign Currency equal to the drawing, the Canadian Borrowers agree, as a separate and independent obligation, to indemnify Canadian Issuing Bank for the loss resulting from its inability on that date to purchase the Canadian Reimbursed Foreign Currency in the full amount of the drawing.

Reimbursement; Participations. (a1) If any Canadian Issuing Bank honors any request for payment under a Letter of Credit or, if applicable an LC Guaranty with respect to a Canadian Letter of Credit, the applicable Canadian Borrower shall pay to such Canadian Issuing Bank, on the same day, if notice of such honor is given to the applicable Borrower prior to 1:00 p.m. on the honor date, and otherwise on the next Business Day day (“Canadian Reimbursement Date”), the amount paid by such Canadian Issuing Bank under such Canadian Letter of Credit or, if applicable, under an LC Guaranty with respect to such in the same currency in which the Letter of CreditCredit was denominated unless otherwise specified by Agent or Canadian Issuing Bank (at their respective option) that it requires payment in Dollars or Canadian Dollars calculated at the Spot Rate, together with interest at the interest rate for (a) in the case of a Letter of Credit denominated in Dollars, Base Rate Loans and (b) in the case of a Letter of Credit denominated in Canadian Dollars issued for the account of the Canadian Borrower, Canadian Prime Rate Loans, in each case, Loans from the Canadian Reimbursement Date until payment by the relevant Canadian Borrower. The obligation of the applicable Canadian Borrower to reimburse the Canadian Issuing Banks Bank for any payment made under a Canadian Letter of Credit or LC Guaranty shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Canadian Letter of Credit or the existence of any claim, setoff, defense or other right that the Borrowers Canadian Borrower may have at any time against the beneficiary. Whether or not any Borrower Agent submits a Notice of Borrowing, the relevant Canadian Borrower shall be deemed to have requested a Borrowing of Base Rate Loans or Canadian Prime Rate Loans, as the case may be, Loans in an amount necessary to pay all amounts due to the applicable Canadian Issuing Bank on any Canadian Reimbursement Date and (a) in the case of a Letter of Credit issued for the account of the US Borrower, each US Lender agrees to fund its Pro Rata share of such Borrowing whether or not the US Revolver Commitments have terminated, a US Revolver Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied and (b) in the case of a Letter of Credit issued for the account of the Canadian Borrower, each Canadian Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Canadian Revolver Commitments have terminated, a Canadian Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied. In the event that (i) a drawing denominated in a foreign currency (other than Dollars or Canadian Dollars) (such foreign currency, a “Canadian Reimbursed Foreign Currency”) is to be reimbursed in Dollars or Canadian Dollars pursuant to the first sentence in this Section 2.4.2(a); and (ii) the Dollars or Canadian Dollars amount, as applicable, paid by Canadian Borrower shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Canadian Reimbursed Foreign Currency equal to the drawing, Canadian Borrower agrees, as a separate and independent obligation, to indemnify Canadian Issuing Bank for the loss resulting from its inability on that date to purchase the Canadian Reimbursed Foreign Currency in the full amount of the drawing.

Reimbursement; Participations. (a) If any Issuing Bank honors any request for payment under a Letter of Credit or, if applicable an LC Guaranty with respect to a Letter of Credit, the applicable Borrower or Borrowers shall pay to such Issuing Bank, on the same day, if notice of such honor is given to the applicable Borrower prior to 1:00 p.m. on the honor date, and otherwise on the next Business Day day (“Reimbursement Date”), the amount paid by such Issuing Bank under such Letter of Credit or, if applicable, under an LC Guaranty with respect to such Letter of Credit, together with interest at the interest rate for (ai) Base Rate Loans, in the case of a Letter Letters of Credit denominated issued in Dollars, Base Rate Loans U.S. Dollars and (bii) BA Equivalent Rate Loans, in the case of a Letter Letters of Credit denominated issued in Canadian Dollars issued for the account of the Canadian Borrower, Canadian Prime Rate Loans, in each caseDollars, from the Reimbursement Date until payment by the relevant Borrowersuch Borrower or Borrowers. The obligation of the applicable Borrower or Borrowers to reimburse the Issuing Banks Bank for any payment made under a Letter of Credit or LC Guaranty shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that the Borrowers may have at any time against the beneficiary. Whether Regardless of whether Borrower Agent or not any the Canadian Borrower submits a Notice of Borrowing, the relevant applicable Borrower or Borrowers shall be deemed to have requested a Borrowing of (x) Base Rate Loans or Canadian Prime Rate Loans, as in the case may beof Letters of Credit issued in U.S. Dollars and (y) BA Equivalent Rate Loans, in the case of Letters of Credit issued in Canadian Dollars, in an amount necessary to pay all amounts due to the applicable Issuing Bank on any Reimbursement Date and (a) in each U.S. Revolver Lender and Canadian Lender, as the case of a Letter of Credit issued for the account of the US Borrowermay be, each US Lender agrees to fund its Pro Rata share of such Borrowing whether or not the US U.S. Revolver Commitments or Canadian Commitments, as the case may be, have terminated, a US U.S. Revolver Overadvance exists or is created therebyCanadian Overadvance, or the conditions in Section 6 are satisfied and (b) in as the case of a Letter of Credit issued for the account of the Canadian Borrowermay be, each Canadian Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Canadian Revolver Commitments have terminated, a Canadian Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

Reimbursement; Participations. (ai) If any Issuing Bank honors any request for payment under a Letter of Credit or, if applicable an LC Guaranty with respect to a Letter of Credit, the applicable Requesting Borrower shall pay to such Issuing Bank, on the same day, if notice of such honor is given to the applicable Borrower prior to 1:00 p.m. on the honor date, and otherwise on the next Business Day day (“Reimbursement Date”), the amount paid by such Issuing Bank under such Letter of Credit or, if applicable, under an LC Guaranty with respect to such Letter of Credit, together with interest at the interest rate for (a) in Floating Rate Loans related to the case of a currency denominating such Letter of Credit denominated in Dollars, Base Rate Loans and (b) in the case of a Letter of Credit denominated in Canadian Dollars issued for the account of the Canadian Borrower, Canadian Prime Rate Loans, in each case, from the Reimbursement Date until payment by the relevant or on behalf of such Requesting Borrower. The obligation of the applicable Borrower U.S. Borrowers to reimburse the Issuing Banks Bank for any payment made under a Letter of Credit or LC Guaranty requested by a U.S. Borrower shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower may have at any time against the beneficiary. The obligation of Canadian Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit requested by a Canadian Borrower shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Requesting Borrower may have at any time against the beneficiary. Whether or not any Borrower submits a Notice of BorrowingBorrowing has been submitted on behalf of a Requesting Borrower, the relevant such Requesting Borrower shall be deemed to have requested a Borrowing of Base Floating Rate Loans or Canadian Prime Rate Loans, as related to the case may be, currency denominating such Letter of Credit in an amount necessary to pay all amounts due to the applicable Issuing Bank on any Reimbursement Date and (a) in the case of a Letter of Credit issued for the account of the US Borrower, each US Lender agrees to shall fund its Pro Rata share of such Borrowing whether or not the US Revolver Commitments have terminated, a US Revolver Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied and (b) in the case of a Letter of Credit issued for the account of the Canadian Borrower, each Canadian Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Canadian Revolver Commitments have terminated, a Canadian Overadvance, a U.S. Overadvance or an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.