Common use of Agreement to Repay Letter of Credit Advances Clause in Contracts

Agreement to Repay Letter of Credit Advances. (i) The Borrower agrees to reimburse each Issuing Bank, by making payment to the Administrative Agent in immediately available funds at its Lending Office, for any payment or disbursement made by such Issuing Bank under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, a “Letter of Credit Advance”), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing Bank, to the extent not reimbursed prior to 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Bank was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Base Rate Advances; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the third Business Day following the receipt by the Borrower of notice of such payment, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Bank (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Base Rate Advances as in effect from time to time plus 2.00%, with such interest to be payable on demand. Each Issuing Bank shall give the Borrower prompt written notice of each Letter of Credit Disbursement (as defined below) under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (ii) The obligations of the Borrower under this Section 2.03(e) to reimburse each Issuing Bank with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Letter of Credit Disbursement”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower or any Subsidiary of the Borrower may have or have had against any Revolving Credit Lender (including in its capacity as an Issuing Bank or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Letter of Credit Disbursement; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Bank for any wrongful payment made by such Issuing Bank under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Bank (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Advances. (i) The Borrower agrees to reimburse each Issuing Bank, Not later than 12:00 Noon (New York City time) on the first Business Day (the “LC Payment Date”) following receipt by making payment to the Administrative Agent in immediately available funds at its Lending Office, for Funds Administrator of notice of any payment or disbursement made by such Issuing Bank under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, a “Letter of Credit Advance”), either (x) the applicable Co-Borrowers shall reimburse the Issuing Bank, by making payment in an amount in U.S. Dollars equal to such Letter of Credit Advance to the Administrative Agent in immediately available funds at its Lending Office on the LC Payment Date, for the account of such Issuing Bank, or (y) to the extent such reimbursement is not later than one Business Day following receipt made prior to 12:00 Noon (New York City time) on the LC Payment Date, the Funds Administrator shall be deemed to have given a timely Notice of Revolving Borrowing to the Administrative Agent requesting Lenders with Commitments to make Base Rate Advances on the LC Payment Date in an amount in U.S. Dollars equal to the amount of such Letter of Credit Advance, and Lenders with Commitments shall, on the LC Payment Date, make Base Rate Advances in the amount of such Letter of Credit Advance, the proceeds of which shall be applied directly by the Borrower of notice Administrative Agent to reimburse such Issuing Bank for the amount of such payment Letter of Credit Advance. (ii) Each Lender hereby irrevocably agrees to make Base Rate Advances in the amount and in the manner specified in the preceding clause (i) on the LC Payment Date (A) notwithstanding that the amount of the Base Rate Advance may not comply with any minimum borrowing amount otherwise required hereunder, (B) whether any conditions specified in Section 3.02 are then satisfied, (C) whether a Default or disbursementan Event of Default then exists and (D) notwithstanding any failure by the Funds Administrator to provide any actual timely Notice of Revolving Borrowing. (iii) In the event that any Base Rate Advance cannot for any reason be made on the LC Payment Date as required under clauses (i) and (ii) above, then each Lender hereby agrees that it shall forthwith purchase a Participation in such Letter of Credit Advance (as of the LC Payment Date) from the Issuing Bank in accordance with interest the requirements set out in Section 2.03(d)(iii) but adjusted for any payments received from the applicable Co-Borrower on or after such date and prior to such purchase. (iv) Interest on the amount so paid or disbursed by such the Issuing Bank, to the extent not reimbursed to the Issuing Bank prior to 12:00 Noon (New York City time) on the date of such payment or disbursement, shall accrue from and including the date paid or disbursed to but excluding the date such Issuing Bank was is reimbursed by the Borrower Co-Borrowers or by the Administrative Agent therefor pursuant to clause (i) or (ii) above, at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Base Rate Advances; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the third Business Day following the receipt Advances and shall be payable by the Borrower of notice of such payment, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Bank (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Base Rate Advances as in effect from time to time plus 2.00%, with such interest to be payable Co-Borrowers on demand. Each Issuing Bank shall give the Borrower Funds Administrator prompt written notice of each Letter of Credit Disbursement (as defined below) under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s Co-Borrowers’ obligations hereunder. (iiv) The obligations of the Borrower Co-Borrowers under this Section 2.03(e) to reimburse each Issuing Bank with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it them (each, a “Letter of Credit Disbursement”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the any Co-Borrower or any Subsidiary of the any Co-Borrower may have or have had against any Revolving Credit Lender (including in its capacity as an Issuing Bank or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication mis-application by the beneficiary of the proceeds of such Letter of Credit Disbursement; provided, however, that the Borrower Co-Borrowers shall not be obligated to reimburse any Issuing Bank for any wrongful payment made by such Issuing Bank under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Bank (as determined by a court of competent jurisdiction in a final and non-appealable decision).