Common use of Borrower's Agreement to Repay Letter of Credit Drawings Clause in Contracts

Borrower's Agreement to Repay Letter of Credit Drawings. The Borrower hereby agrees to reimburse the Issuer promptly for each payment or disbursement made by the Issuer to settle its obligations under any draft drawn under any Letter of Credit, with interest on the amount so paid or disbursed by the Issuer from and including the date of payment or disbursement to but not including the date the Issuer is reimbursed therefor, at a rate per annum (computed on the basis of a year consisting of 365, or where appropriate 366, days) equal to the rate set forth in Section 3.2.1(a). In the event the Issuer is not reimbursed by the Borrower on the disbursement date, or if the Issuer must for any reason return or disgorge such reimbursement, the Lenders shall, on the terms and subject to the conditions of this Agreement, fund the reimbursement obligation therefor by making, on the next Business Day, Base Rate Loans as provided in Section 2.1.1 to the Borrower (the Borrower being deemed to have given a timely Borrowing Request therefor for such amount) by the Lenders making payment to the Issuer's account; provided, however, for the purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such reimbursement obligation shall be deemed not to be outstanding at such time. The Issuer agrees to provide to the Borrower prompt notice of any such payment or disbursement made by the Issuer or Loans made by the Lenders; provided that the Issuer's failure to provide such prompt notice shall not limit or impair in any way the Borrower's obligations hereunder. The Borrower's obligation to reimburse the Issuer promptly under this Section 2.7.1 for payments and disbursements made by the Issuer under any Letter of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set off, counterclaim or defense to payment which the Borrower may have or have had against the Issuer, including, without limitation, any defense based on the failure of the demand for payment under such Letter of Credit to conform to the terms of such Letter of Credit, or the legality, validity, regularity or enforceability of such Letter of Credit; provided, however, the Borrower shall not be obligated to reimburse the Issuer for any wrongful payment or disbursement made by the Issuer under any Letter of Credit which payment occurs as a result of acts or omissions constituting gross negligence or willful misconduct on the part of the Issuer or any of its officers, employees or agents determined by a court of competent jurisdiction in a final non-appealable judgment.

Borrower's Agreement to Repay Letter of Credit Drawings. The Borrower hereby agrees to reimburse the Issuer promptly Issuer, forthwith, for each payment or disbursement made by the Issuer to settle its obligations under any draft drawn under any Letter of CreditCredit (i) on the day of such disbursement, if the Borrower has received notice of such disbursement by 10 a.m. New York City time, or (ii) on the next Business Day after the day of such disbursement, if the Borrower has not received notice of such disbursement by 10 a.m. New York City time, with interest on the amount so paid or disbursed by the Issuer from and including the date of payment or disbursement to but not including the date the Issuer is reimbursed therefor, at a rate per annum (computed on the basis of a year consisting of 365, or where appropriate 366, days) equal to the rate set forth in Section 3.2.1(a). In the event the Issuer is not reimbursed by the Borrower on the disbursement datein a timely manner as set forth above, or if the Issuer must for any reason return or disgorge such reimbursement, the Lenders shall, on the terms and subject to the conditions of this Agreement, fund the reimbursement obligation therefor by making, on the next Business Day, making Base Rate Loans as provided in Section 2.1.1 to the Borrower (the Borrower being deemed to have given a timely Borrowing Request therefor for such amountamount and the conditions set forth in Section 5.2.1 being deemed to have been satisfied) by the Lenders making payment to the Issuer's ’s account; provided, however, for the purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such reimbursement obligation shall be deemed not to be outstanding at such time. The Issuer agrees to provide to the Borrower prompt notice of any such payment or disbursement made by the Issuer or Loans made by the Lenders; provided that the Issuer's ’s failure to provide such prompt notice shall not limit or impair in any way the Borrower's ’s obligations hereunderhereunder other than as set forth above in clause (ii). The Borrower's ’s obligation to reimburse the Issuer promptly forthwith under this Section 2.7.1 for payments and disbursements made by the Issuer under any Letter of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set off, counterclaim or defense to payment which the Borrower may have or have had against the Issuer, including, without limitation, any defense based on the failure of the demand for payment under such Letter of Credit to conform to the terms of such Letter of Credit, or the legality, validity, regularity or enforceability of such Letter of Credit; provided, however, the Borrower shall not be obligated to reimburse the Issuer for any wrongful payment or disbursement made by the Issuer under any Letter of Credit which payment occurs as a result of acts or omissions constituting gross negligence or willful misconduct on the part of the Issuer or any of its officers, employees or agents determined by a court of competent jurisdiction in a final non-appealable judgmentjudgment (IT BEING THE INTENTION OF THE PARTIES HERETO THAT THE ISSUER BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE, OTHER THAN GROSS NEGLIGENCE, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL).

Borrower's Agreement to Repay Letter of Credit Drawings. The Borrower Borrowers hereby agrees jointly and severally agree to reimburse the Issuer promptly Issuer, forthwith, for each payment or disbursement made by the Issuer to settle its obligations under any draft drawn under any Letter of Credit, with interest on the amount so paid or disbursed by the Issuer from and including the date of payment or disbursement to but not including the date the Issuer is reimbursed therefor, at a rate per annum (computed on the basis of a year consisting of 365, or where appropriate 366, days) equal to the rate set forth in Section 3.2.1(a3.2.2 (but in no event to exceed the Highest Lawful Rate). In the event the Issuer is not reimbursed by the Borrower on the disbursement date, or if the Issuer must for any reason return or disgorge such reimbursement, the Lenders shall, on the terms and subject to the conditions of this Agreement, fund the reimbursement obligation therefor by making, on the next Business Day, Base Rate Loans as provided in Section 2.1.1 to the Borrower (the Borrower being deemed to have given a timely Borrowing Request therefor for such amount) by the Lenders making payment to the Issuer's account; provided, however, for the purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such reimbursement obligation shall be deemed not to be outstanding at such time. The Issuer agrees to provide to the Borrower prompt notice of that if any such payment or disbursement made by shall be reimbursed to the Issuer on the date such payment or disbursement is made, the Borrowers jointly and severally shall pay a fee to the Issuer in an amount equal to (a) the Alternate Base Rate plus the Applicable Margin for Base Rate Loans made times (b) the reimbursable amount divided by the Lenders; provided (c) 365 (or 366, during a year that the Issuer's failure to provide such prompt notice shall not limit or impair in any way the Borrower's obligations hereunderis a leap year). The Borrower's obligation Borrowers' joint and several obligations to reimburse the Issuer promptly forthwith under this Section 2.7.1 for payments and disbursements made by the Issuer under any Letter of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set off, counterclaim or defense to payment which the any Borrower may have or have had against the Issuer, including, without limitation, including any defense based on the failure of the demand for payment under such Letter of Credit to conform to the terms of such Letter of Credit, Credit or the legality, validity, regularity or enforceability of such Letter of Credit; provided, however, the that no Borrower shall not be obligated to reimburse the Issuer for any wrongful payment or disbursement made by the Issuer under any Letter of Credit which payment occurs as a result of acts or omissions constituting gross negligence or willful misconduct on the part of the Issuer or any of its officers, employees or agents determined by a court of competent jurisdiction in a final non-appealable judgmentagents.

Borrower's Agreement to Repay Letter of Credit Drawings. The Borrower hereby agrees to reimburse the Issuer promptly Issuer, forthwith, for each payment or disbursement made by the Issuer to settle its obligations under any draft drawn under any Letter of Credit, with interest on the amount so paid or disbursed by the Issuer from and including the date of payment or disbursement to but not including the date the Issuer is reimbursed therefor, at a rate per annum (computed on the basis of a year consisting of 365, or where appropriate 366, days) equal to the rate set forth in Section 3.2.1(a). In the event the Issuer is not reimbursed by the Borrower on the disbursement date, or if the Issuer must for any reason return or disgorge such reimbursement, the Lenders Banks shall, on the terms and subject to the conditions of this Agreement, fund the reimbursement obligation therefor by making, on the next Business Day, Base Rate Loans as provided in Section 2.1.1 to the Borrower (the Borrower being deemed to have given a timely Borrowing Request therefor for such amount) by the Lenders Banks making payment to the Issuer's account; provided, however, for the purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such reimbursement obligation shall be deemed not to be outstanding at such time. The Issuer agrees to provide to the Borrower prompt notice of any such payment or disbursement made by the Issuer or Loans made by the LendersBanks; provided that the Issuer's failure to provide such prompt notice shall not limit or impair in any way the Borrower's obligations hereunder. The Borrower's obligation to reimburse the Issuer promptly forthwith under this Section 2.7.1 for payments and disbursements made by the Issuer under any Letter of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set off, counterclaim or defense to payment which the Borrower may have or have had against the Issuer, including, without limitation, any defense based on the failure of the demand for payment under such Letter of Credit to conform to the terms of such Letter of Credit, or the legality, validity, regularity or enforceability of such Letter of Credit; provided, however, the Borrower shall not be obligated to reimburse the Issuer for any wrongful payment or disbursement made by the Issuer under any Letter of Credit which payment occurs as a result of acts or omissions constituting gross negligence or willful misconduct on the part of the Issuer or any of its officers, employees or agents determined by a court of competent jurisdiction in a final non-appealable judgment.