Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify the Seller and each Purchaser Agent of such request. The Seller shall reimburse (such obligation to reimburse the LC Bank, the “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice (each such date for reimbursement, a “Reimbursement Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC Bank. In the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. (b) Each LC Participant shall, upon receipt of any notice pursuant to Section 1.14(a), make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”). If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., New York City time on the Reimbursement Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital on and after the fourth day following the Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.
Appears in 6 contracts
Samples: Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.), Receivables Purchase Agreement (LyondellBasell Industries N.V.)
Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify and the Seller and each Purchaser Agent Borrower of such requestdrawing. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank not later than (i) if the Seller Borrower shall have received such notice of such drawing prior to 10:00 a.m., by 1:00 p.m. (New York City time) on the date of such drawing (each such date, on any Business Daya “Drawing Date”), no later than 3:00 p.m., 4:00 p.m. (New York City time, ) on such Business Day, or the Drawing Date and (ii) otherwise, noon, otherwise 12:00 noon (New York City time, ) on the Business Day immediately following the day that Drawing Date (the Seller receives such notice (each such date for reimbursement, on which the Borrower is obligated to perform a Reimbursement Obligation is referred to as a “Reimbursement Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrower (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date LC Bank of any available amounts denominated in an amount equal the same currency as the Letter of Credit relating to such Reimbursement Obligation and then on deposit in any LC Collateral Account, (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the remittance by or on behalf of the Borrower to the LC Bank of any other funds of the Borrower then available for disbursement and (iii) third, by the remittance by the Administrator using funds to the LC Bank of any available amounts then on deposit in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share Account denominated in a currency other than the currency of the Letter of Credit relating to such Reimbursement Purchase) directly Obligation; provided that at the time of such remittance, such amounts shall be converted to the LC Bankcurrency of the Letter of Credit relating to such Reimbursement Obligation. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, time on the a Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Borrowing requested by the Seller Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof.
(b) Each LC Participant shall, upon receipt of any notice pursuant to Section 1.14(a), make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”). If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., New York City time on the Reimbursement Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital on and after the fourth day following the Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.Section
Appears in 3 contracts
Samples: Receivables Financing Agreement, Receivables Financing Agreement, Receivables Financing Agreement
Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each LC Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the LC Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such LC Participant’s Pro Rata Share of the face amount of such Letter of Credit and the amount of such drawing, respectively.
(b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify and the Seller and each Purchaser Agent of such request. The Provided that it shall have received such notice prior to 10:00 a.m., New York time, the Seller shall reimburse (such obligation to reimburse the LC BankBank shall sometimes be referred to as a “Reimbursement Obligation” and the required date of reimbursement, the “Reimbursement ObligationDate”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 12:00 p.m., New York City time, on each Business Day that an amount is paid by the LC Bank under any Letter of Credit (each such Business Daydate, or a “Drawing Date”) (ii) or, otherwise, noonby 12:00 p.m., New York City time, on the Business Day immediately following the day that the Seller receives such notice (each such date for reimbursement, a “Reimbursement Date”notice) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Seller (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made the LC Bank of any available amounts then on deposit in the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation LC Collateral Account and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share remittance by or on behalf of the Reimbursement Purchase) directly Seller to the LC BankBank of any other funds of the Seller then available for disbursement. In the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, time on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied)Date, the LC Bank will promptly notify each LC Participant thereof, and the Seller shall be deemed to have requested that a Funded Purchase be made by the Purchasers in the Purchaser Groups for the LC Bank and the LC Participants to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Purchase Limit. Any notice given by the LC Bank pursuant to this Section may be oral if immediately confirmed in writing; provided that the lack of such an immediate written confirmation shall not affect the conclusiveness or binding effect of such oral notice.
(bc) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), subclause (b) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (drawing, whereupon the LC Participants shall each be deemed to have made a “Participation Advance”)Funded Purchase in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., New York City time on the Reimbursement Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this subclause (c), provided that such LC Participant shall not be obligated to pay interest as provided in subclauses (i) and (ii) above until and commencing from the date of receipt of notice from the LC Bank or the Administrator of a drawing. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Arch Coal Inc), Receivables Purchase Agreement (Arch Coal Inc), Receivables Purchase Agreement (Arch Coal Inc)
Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify and the Seller and each Purchaser Agent of such request. The Seller shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing in U.S. Dollars prior to 10:00 a.m., noon (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the U.S. Dollar Equivalent (determined as of the applicable Drawing Date) of the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Seller (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date LC Bank of any available amounts denominated in an amount equal the same currency as the Letter of Credit relating to such Reimbursement Obligation and then on deposit in any LC Collateral Account, (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the remittance by or on behalf of the Seller to the LC Bank of any other funds of the Seller then available for disbursement and (iii) third, by the remittance by the Administrator using funds to the LC Bank of any available amounts then on deposit in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share Account denominated in a currency other than the currency of the Letter of Credit relating to such Reimbursement Purchase) directly Obligation; provided, that at the time of such remittance, such amounts shall be converted to the LC Bankcurrency of the Letter of Credit relating to such Reimbursement Obligation. In the event the Seller fails to reimburse the LC Bank for the full U.S. Dollar Equivalent of the amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the Reimbursement Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been an Investment requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank 1.2 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice.
(b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in U.S. Dollars in immediately available funds equal to its Pro Rata Share of the U.S. Dollar Equivalent (determined as of the applicable Drawing Date) of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made an Investment in U.S. Dollars in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount in U.S. Dollars of such LC Participant’s Pro Rata Share of such U.S. Dollar Equivalent amount by no later than 2:00 p.m., New York City time on the Reimbursement Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this clause (b). Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Peabody Energy Corp), Receivables Purchase Agreement (Peabody Energy Corp), Receivables Purchase Agreement (Peabody Energy Corp)
Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., noon (New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time), on the next Business Day immediately following each date that an amount is paid by the day that the Seller receives such notice LC Bank under any Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrower (i) first, by the Seller will be deemed remittance by the Administrative Agent to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made the LC Bank of any available amounts then on deposit in the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation LC Collateral Account and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share remittance by or on behalf of the Reimbursement Purchase) directly Borrower to the LC BankBank of any other funds of the Borrower then available for disbursement. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the Reimbursement next Business Day following the Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Loan requested by the Seller Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 2.01 shall not have been satisfied), the LC Bank will promptly notify each Lender thereof. Any notice given by the LC Participant thereofBank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice.
(b) Each LC Participant shall, Lender shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata LC Share of the amount of the drawing (a “Participation Advance”), whereupon the Lenders shall each be deemed to have made a Loan to the Borrower in that amount. If any LC Participant Lender so notified fails to make available to the LC Bank the amount of such LC ParticipantLender’s Pro Rata LC Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC ParticipantLender’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant Lender makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice to each Lender of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligation under this clause (b). Each LC ParticipantLender’s Commitment obligation to make Participation Advances shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) Credit Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.
Appears in 3 contracts
Samples: Receivables Financing Agreement (CONSOL Energy Inc.), Receivables Financing Agreement, Sub Originator Sale Agreement, Purchase and Sale Agreement (CONSOL Energy Inc.), Receivables Financing Agreement (CONSOL Energy Inc.)
Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., noon (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon The Borrower shall honor its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a)first, a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using from funds on deposit in the LC Collateral Account, if availableany, and, second, from its own funds. To the extent the Borrower has not reimbursed the LC Bank any Reimbursement Obligations by noon (New York City time) on the second Business Day occurring after the applicable Drawing Date, the Borrower shall be deemed to fund have automatically requested a Loan pursuant to Section 2.01 to be funded on the second Business Day occurring after the applicable Drawing Date by noon (New York City time) in an amount equal to the amount necessary to pay any Reimbursement Obligations owing to the LC Bank without (i) the need for the delivery of any Loan Request, (ii) giving effect to any notice requirements applicable to requests for Loans hereunder or (iii) giving effect to the requirement that such Defaulting Purchaser’s Pro Rata Share of Loan be made prior to the Termination Date. The Administrative Agent and the Lenders hereby waive any notice requirements set forth in Section 2.02 in connection with any such Loan that is automatically requested in order to pay any Reimbursement Purchase) directly Obligations owing to the LC Bank. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the Reimbursement Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Loan requested by the Seller Borrower pursuant to this Section 1.14(a2.01(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice.
(b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan to the Borrower in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice to each LC Participant of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this clause (b). Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A1) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B2) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C3) all Persons (other than the Seller) Credit Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.
Appears in 2 contracts
Samples: Receivables Financing Agreement (DCP Midstream, LP), Receivables Financing Agreement (DCP Midstream, LP)
Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable LC Bank will promptly notify the Administrator Agent who will notify the Seller and each Purchaser Managing Agent of such request, and the applicable LC Bank will honor such drawing if and when required pursuant to the terms of the applicable Letter of Credit (the date on which an LC Bank honors a drawing on a Letter of Credit, the “Honor Date”). The Seller shall reimburse (such obligation to reimburse the LC Bank, the “LC Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., a.m. (New York City time, ) on any Business Day, by no later than 3:00 p.m., 2:00 p.m. (New York City time, ) on such Business Day, Day or (ii) otherwise, noon, by noon (New York City time, ) on the Business Day immediately following the day that the Seller receives such notice (each such date for reimbursement, a an “LC Reimbursement Date”) in an amount equal to the amount so paid by such LC Bank; provided, however, that recourse to the Seller for the LC BankReimbursement Obligation shall be limited to the Collateral and all of the other rights, interests and assets from time to time owned by the Seller (including all rights and interests of the Seller under or in connection with the Transaction Documents). For the avoidance of doubt, no Cardinal Entity (other than the Seller) or any other account party on a Letter of Credit (unless such account party is the Seller) shall have any obligation to reimburse the LC Bank or any other Person for a drawing under a Letter of Credit or shall otherwise be required to fund or perform the Reimbursement Obligation hereunder on behalf of the Seller or otherwise.
(b) Upon its receipt of such noticea notice of a drawing under a Letter of Credit pursuant to clause (a) above, unless the Seller shall have already satisfied the Reimbursement Obligation from its own funds, (i) the Seller will be deemed (without further action or notice) to have requested that a an Incremental Purchase (each such Incremental Purchase, a an “LC Reimbursement Purchase”) be made on the applicable LC Reimbursement Date in an amount equal to such LC Reimbursement Obligation and Obligation, (ii) the Administrator Agent will notify the Purchaser Agents each Managing Agent of such requested LC Reimbursement PurchasePurchase and (iii) interest shall accrue and be owing by the Seller to the LC Bank on such amount so paid by such LC Bank between such Honor Date and the LC Reimbursement Date at a rate per annum equal to the Discount Rate at such time; provided, however, that recourse to the Seller for such interest payment obligations shall be limited to the Collateral and all of the other rights, interests and assets from time to time owned by the Seller (including all rights and interests of the Seller under or in connection with the Transaction Documents). Subject to satisfaction of the limitations conditions set forth in Section 1.1(a)) and Article VI, a Reimbursement Purchase will be made on the LC Reimbursement Date by the Purchasers in each related Purchaser Group (which may be Conduits and/or Financial Institutions, as determined in accordance with Section 1.1(a)) by delivering its their respective Pro Rata Share Shares of such LC Reimbursement Purchase (or, in the case of a Defaulting PurchaserFinancial Institution, by the Administrator Agent using funds in the LC Collateral Account, if available, to fund such Defaulting PurchaserFinancial Institution’s Pro Rata Share of the Reimbursement Purchase) directly to the applicable LC BankBank on behalf of the Seller in respect of the Seller’s LC Reimbursement Obligation. In the event the Seller fails to reimburse the an LC Bank is not reimbursed for the full amount of any drawing under any Letter of Credit by the applicable time, time on the any LC Reimbursement Date (including including, without limitation, because the conditions precedent to a an LC Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall are not have been satisfied), the such LC Bank will promptly notify the Agent who will promptly notify each LC Participant thereofFinancial Institution (or its Managing Agent) thereof (which notice may be delivered in writing, orally or by e-mail).
(bc) Each LC Participant shall, upon Upon its (or its Managing Agent’s) receipt of any notice (including, without limitation, oral notice) pursuant to Section 1.14(a)1.8(b) that an LC Bank has not been reimbursed for the full amount of any drawing under any Letter of Credit by the applicable time on the applicable LC Reimbursement Date, each Financial Institution shall make available to the such LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a an “LC Participation Advance”). For the avoidance of doubt, each Financial Institutions obligation under this clause (c) shall be binding upon such Financial Institution notwithstanding the limitation on recourse to the Seller set forth in Section 1.8(a). If any LC Participant Financial Institution so notified fails to make available to the applicable LC Bank the amount of such LC ParticipantFinancial Institution’s Pro Rata Share of such amount by no later than 2:00 p.m., 4:00 p.m. (New York City time time) on the LC Reimbursement Date, then interest shall accrue on such LC ParticipantFinancial Institution’s obligation to make such payment, from the LC Reimbursement Date to the date on which such LC Participant Financial Institution makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the LC Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital Prime Rate on and after the fourth day following the LC Reimbursement Date. Each LC ParticipantFinancial Institution’s Commitment to make LC Participation Advances to the XX Xxxxx in respect of participation interests acquired by it pursuant to Section 1.6(c) shall survive and continue (notwithstanding the occurrence of the Amortization Date or any other termination of the purchase facility evidenced by this Agreement) until the last to occur of any of the following events: (Ai) the applicable LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (Bii) no Letter of Credit issued hereunder remains outstanding and uncancelled un-cancelled or (Ciii) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Cardinal Health Inc), Receivables Purchase Agreement (Cardinal Health Inc)
Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable LC Bank will promptly notify the Administrator who will notify the Seller and Administrator, each Purchaser Agent and the Seller of such request, which notice may be made orally if promptly confirmed in writing. The Seller shall reimburse (such obligation to reimburse the applicable LC Bank, the “Reimbursement Obligation”) the applicable LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice (each such date for reimbursement, a “Reimbursement Date”) in an amount equal to the amount so paid by the applicable LC Bank. Upon its receipt Any cash collateral held in the LC Collateral Account by or on behalf of an LC Bank in respect of a Letter of Credit shall be applied to discharge the Seller’s Reimbursement Obligation with respect thereto so long as, prior to the occurrence of a Termination Event, any remaining cash collateral with respect to that Letter of Credit equals or exceeds any undrawn amount under that Letter of Credit following such notice, (i) application. Any remaining portion of the Seller’s Reimbursement Obligation shall be funded by the Seller will be deemed to have requested that either from its own funds or from the proceeds of a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on requested by the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation Seller and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of 1.2 (subject to all the conditions precedent for such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC BankPurchases hereunder). In the event If the Seller fails to reimburse the an LC Bank for the full amount of any drawing under any a Letter of Credit by the applicable time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof.
(b) Each LC Participant shall, upon receipt of any notice pursuant to Section 1.14(a), make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”). If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., New York City time on the Reimbursement Date, then interest shall accrue on such LC Participant’s obligation to make Bank (or its Purchaser Agent) shall notify the Administrator and each other Purchaser Agent of such paymentfailure. For the avoidance of doubt, from the Reimbursement Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital on and after the fourth day following the Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the amount paid by an LC Bank ceases to be obligated to issue or cause to be issued Letters in satisfaction of Credit hereunder; (B) no a drawing under a Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed shall constitute Capital of such LC Bank for all payments made under purposes hereof until such time as the Seller satisfies its Reimbursement Obligation with respect thereto or relating to Letters of Creditsuch Capital is repaid in accordance with Section 1.4.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Celanese Corp), Receivables Purchase Agreement (Celanese Corp)
Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify the Seller and each Purchaser Agent Borrower of such requestdrawing. The Seller Each Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank not later than (i) if the Seller such Borrower shall have received such notice of such drawing prior to 10:00 a.m., by 1:00 p.m. (New York City time) on the date of such drawing (each such date, on any Business Daya “Drawing Date”), no later than 3:00 p.m., 4:00 p.m. (New York City time, ) on such Business Day, or the Drawing Date and (ii) otherwise, noon, otherwise 12:00 noon (New York City time, ) on the Business Day immediately following the day that Drawing Date (the Seller receives date on which such notice (each such date for reimbursement, Borrower is obligated to perform a Reimbursement Obligation is referred to as a “Reimbursement Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrowers (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date LC Bank of any available amounts denominated in an amount equal the same currency as the Letter of Credit relating to such Reimbursement Obligation and then on deposit in any LC Collateral Account, (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the remittance by or on behalf of the Borrowers to the LC Bank of any other funds of the Borrowers then available for disbursement and (iii) third, by the remittance by the Administrator using funds to the LC Bank of any available amounts then on deposit in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share Account denominated in a currency other than the currency of the Letter of Credit relating to such Reimbursement Purchase) directly Obligation; provided that at the time of such remittance, such amounts shall be converted to the LC Bankcurrency of the Letter of Credit relating to such Reimbursement Obligation. In the event the Seller any Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the a Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Borrowing requested by the Seller any Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 1.2 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section 1.14 may be oral if immediately confirmed in writing; provided that the lack of such an immediate written confirmation shall not affect the conclusiveness or binding effect of such oral notice.
(b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), paragraph (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Ratable Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan in that amount denominated in the same currency as the Letter of Credit relating to such Participation Amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Ratable Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Date in the applicable currency (or, if such Reimbursement Date is the Drawing Date, 12:00 noon (New York City time) on the Business Day immediately following such Reimbursement Date) (the date on which an LC Participant is obligated to make available to the LC Bank the amount of such LC Participant’s Ratable Share is referred to as the “LC Participant Reimbursement Date”), then interest shall accrue on such LC Participant’s obligation to make such payment, from the LC Participant Reimbursement Date to the date on which such LC Participant makes such payment (i) during the first three (3) days following the LC Participant Reimbursement Date, at a rate per annum equal to (x) with respect to a Participation Advance denominated in U.S. Dollars, the Federal Funds Rate during the first three days following the Reimbursement Date and (y) with respect to a Participation Advance denominated in Canadian Dollars, CDOR and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the LC Participant Reimbursement Date. The LC Bank will promptly give notice of the occurrence of the LC Participant Reimbursement Date, but failure of the LC Bank to give any such notice on the LC Participant Reimbursement Date or in sufficient time to enable any LC Participant to effect such payment on the LC Participant Reimbursement Date shall not relieve such LC Participant from its obligation under this paragraph (b), provided that such LC Participant shall not be obligated to pay interest as provided in clauses (i) and (ii) above until and commencing from the date of receipt of notice from the LC Bank or the Administrator of the occurrence of the LC Participant Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the SellerBorrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.
Appears in 2 contracts
Samples: Receivables Financing Agreement (Cincinnati Bell Inc), Receivables Financing Agreement (Cincinnati Bell Inc)
Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent of such request. The Seller shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., 2:00 p.m. (New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time), on the next Business Day immediately following each date that an amount is paid by the day that the Seller receives such notice LC Bank under any Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Seller (i) first, by the Seller will be deemed remittance by the Administrative Agent to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made the LC Bank of any available amounts then on deposit in the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation LC Collateral Account and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share remittance by or on behalf of the Reimbursement Purchase) directly Seller to the LC BankBank of any other funds of the Seller then available for disbursement. In the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable 2:00 p.m. (New York City time, ) on the Reimbursement next Business Day following the Drawing Date (including including, if applicable, because the conditions precedent to a Reimbursement Purchase deemed to have been an Investment requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank 2.01 shall not have been satisfied), the LC Bank will promptly notify each Purchaser thereof. Any notice given by the LC Participant thereofBank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice.
(b) Each LC Participant shall, Purchaser shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata LC Share of the amount of the drawing (a “Participation Advance”), whereupon the Purchasers shall each be deemed to have made an Investment to the Seller in that amount. If any LC Participant Purchaser so notified fails to make available to the LC Bank the amount of such LC ParticipantPurchaser’s Pro Rata LC Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC ParticipantPurchaser’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant Purchaser makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice to each Purchaser of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any Purchaser to effect such payment on such date shall not relieve such Purchaser from its obligation under this clause (b). Each LC ParticipantPurchaser’s Commitment obligation to make Participation Advances shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) Purchaser Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.
Appears in 1 contract
Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., noon (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon The Borrower shall honor its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a)first, a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using from funds on deposit in the LC Collateral Account, if availableany, and, second, from its own funds. To the extent the Borrower has not reimbursed the LC Bank any Reimbursement Obligations by noon (New York City time) on the second Business Day occurring after the applicable Drawing Date, the Borrower shall be deemed to fund have automatically requested a Loan pursuant to Section 2.01 to be funded on the second Business Day occurring after the applicable Drawing Date by noon (New York City time) in an amount equal to the amount necessary to pay any Reimbursement Obligations owing to the LC Bank without (i) the need for the delivery of any Loan Request, (ii) giving effect to any notice requirements applicable to requests for Loans hereunder or (iii) giving effect to the requirement that such Defaulting Purchaser’s Pro Rata Share of Loan be made prior to the Termination Date. The Administrative Agent and the Lenders hereby waive any notice requirements set forth in Section 2.02 in connection with any such Loan that is automatically requested in order to pay any Reimbursement Purchase) directly Obligations owing to the LC Bank. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the Reimbursement Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Loan requested by the Seller Borrower pursuant to this Section 1.14(a2.01(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice.
(b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan to the Borrower in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Overnight Bank Funding Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice to each LC Participant of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this clause (b). Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A1) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B2) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C3) all Persons (other than the Seller) Credit Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.
Appears in 1 contract
Samples: Receivables Financing Agreement (DCP Midstream, LP)
Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., noon (New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time), on the next Business Day immediately following each date that an amount is paid by the day that the Seller receives such notice LC Bank under any Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrower (i) first, by the Seller will be deemed remittance by the Administrative Agent to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made the LC Bank of any available amounts then on deposit in the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation LC Collateral Account and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share remittance by or on behalf of the Reimbursement Purchase) directly Borrower to the LC BankBank of any other funds of the Borrower then available for disbursement. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the Reimbursement next Business Day following the Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Loan requested by the Seller Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 2.01 shall not have been satisfied), the LC Bank will promptly notify each Revolving A Lender thereof. Any notice given by the LC Participant thereofBank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice.
(b) Each LC Participant shall, Revolving A Lender shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share Percentage of the amount of the drawing (a “Revolving A Participation Advance”), whereupon the Revolving A Lenders shall each be deemed to have made a Revolving A Loan to the Borrower in that amount. If any LC Participant Revolving A Lender so notified fails to make available to the LC Bank the amount of such LC ParticipantRevolving A Lender’s Pro Rata Share Percentage of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC ParticipantRevolving A Lender’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant Revolving A Lender makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date; provided that such interest shall in no way be deemed to form part of the Borrower Obligations under this Agreement. The LC Bank will promptly give notice to each Revolving A Lender of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any Revolving A Lender to effect such payment on such date shall not relieve such Revolving A Lender from its obligation under this clause (b). Each LC ParticipantRevolving A Lender’s Commitment obligation to make Revolving A Participation Advances shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) Credit Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.
Appears in 1 contract
Samples: Loan and Security Agreement (Exela Technologies, Inc.)
Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent, the Seller Program ParticipantsLenders and each Purchaser Agent the Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., noon (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt Bank if the Borrower shall have received notice of such noticepayment prior to 10:00 a.m. (New York City time), on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than noon (iNew York City time), on the Business Day immediately
(b) If any Letters of Credit are outstanding and undrawn on the Seller will Termination Date, without limiting any rights or remedies contained in Section 10.01 or any other Transaction Document, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).
(c) Immediately upon the issuance of each Letter of Credit, each Program ParticipantLender shall be deemed to have requested that to, and hereby irrevocably and unconditionally agrees to, purchase from the LC Bank a Purchase (participation in such Letter of Credit and each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date drawing thereunder in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting PurchaserProgram ParticipantLender’s Pro Rata Ratable Share of the Reimbursement Purchase) directly maximum amount available to the LC Bank. In the event the Seller fails to reimburse the LC Bank for the full amount of any drawing be drawn under any such Letter of Credit by and the applicable timeamount of such drawing, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank respectively. Each Program ParticipantLender shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof.
(b) Each LC Participant shall, upon receipt of any notice pursuant to Section 1.14(a), 3.04(a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Ratable Share of the amount of the applicable drawing under a Letter of Credit. Each Program ParticipantLender’s payment to the LC Bank pursuant to this Section 3.04 shall be deemed to be a payment in respect of its participation in such Letter of Credit (each, a “Participation Advance”). If any LC Participant so notified fails to make available to the LC Bank the amount ) from such Program ParticipantLender in satisfaction of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., New York City time on the Reimbursement Date, then interest shall accrue on such LC Participant’s its participation obligation to make such payment, from the Reimbursement Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital on and after the fourth day following the Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Creditthis Section 3.04.
Appears in 1 contract
Samples: Receivables Financing Agreement (Davey Tree Expert Co)
Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable LC Bank will promptly notify the Administrator Agent who will notify the Seller Sellers and each Purchaser Managing Agent of such request, and the applicable LC Bank will honor such drawing if and when required pursuant to the terms of the applicable Letter of Credit (the date on which an LC Bank honors a drawing on a Letter of Credit, the “Honor Date”). The Seller Sellers shall reimburse (such obligation to reimburse the LC Bank, the “LC Reimbursement Obligation”) the LC Bank (i) if the Seller Sellers shall have received notice of such drawing prior to 10:00 a.m., a.m. (New York City time, ) on any Business Day, by no later than 3:00 p.m., 2:00 p.m. (New York City time, ) on such Business Day, Day or (ii) otherwise, noon, by noon (New York City time, ) on the Business Day immediately following the day that the Seller receives Sellers receive such notice (each such date for reimbursement, a an “LC Reimbursement Date”) in an amount equal to the amount so paid by such LC Bank; provided, however, that recourse to the Sellers for the LC BankReimbursement Obligation shall be limited to the Collateral and all of the other rights, interests and assets from time to time owned by the Sellers (including all rights and interests of the Sellers under or in connection with the Transaction Documents). For the avoidance of doubt, no Cardinal Entity (other than the Sellers) or any other account party on a Letter of Credit (unless such account party is a Seller) shall have any obligation to reimburse the LC Bank or any other Person for a drawing under a Letter of Credit or shall otherwise be required to fund or perform the LC Reimbursement Obligation hereunder on behalf of the Sellers or otherwise.
(b) Upon its receipt of such noticea notice of a drawing under a Letter of Credit pursuant to clause (a) above, unless the Sellers shall have already satisfied the LC Reimbursement Obligation from its own funds, (i) the Seller Sellers will be deemed (without further action or notice) to have requested that a an Incremental Purchase (each such Incremental Purchase, a an “LC Reimbursement Purchase”) be made on the applicable LC Reimbursement Date in an amount equal to such LC Reimbursement Obligation and Obligation, (ii) the Administrator Agent will notify the Purchaser Agents each Managing Agent of such requested LC Reimbursement PurchasePurchase and (iii) interest shall accrue and be owing by the Sellers to the LC Bank on such amount so paid by such LC Bank between such Honor Date and the LC Reimbursement Date at a rate per annum equal to the Discount Rate at such time; provided, however, that recourse to the Sellers for such interest payment obligations shall be limited to the Collateral and all of the other rights, interests and assets from time to time owned by the Sellers (including all rights and interests of the Sellers under or in connection with the Transaction Documents). Subject to satisfaction of the limitations conditions set forth in Section 1.1(a)) and Article VI, a an LC Reimbursement Purchase will be made on the LC Reimbursement Date by the Purchasers in each related Purchaser Group (which may be Conduits and/or Financial Institutions, as determined in accordance with Section 1.1(a) by delivering its their respective Pro Rata Share Shares of such LC Reimbursement Purchase (or, in the case of a Defaulting PurchaserFinancial Institution, by the Administrator Agent using funds in the LC Collateral Account, if available, to fund such Defaulting PurchaserFinancial Institution’s Pro Rata Share of the LC Reimbursement Purchase) directly to the applicable LC BankBank on behalf of the Sellers in respect of the Sellers’ LC Reimbursement Obligation. In the event the Seller fails to reimburse the an LC Bank is not reimbursed for the full amount of any drawing under any Letter of Credit by the applicable time, time on the any LC Reimbursement Date (including including, without limitation, because the conditions precedent to a an LC Reimbursement Purchase deemed to have been requested by the Seller Sellers pursuant to this Section 1.14(a) to reimburse the LC Bank shall are not have been satisfied), the such LC Bank will promptly notify the Agent who will promptly notify each LC Participant thereofFinancial Institution (or its Managing Agent) thereof (which notice may be delivered in writing, orally or by e-mail).
(bc) Each LC Participant shall, upon Upon its (or its Managing Agent’s) receipt of any notice (including, without limitation, oral notice) pursuant to Section 1.14(a)1.8(b) that an LC Bank has not been reimbursed for the full amount of any drawing under any Letter of Credit by the applicable time on the applicable LC Reimbursement Date, each Financial Institution shall make available to the such LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a an “LC Participation Advance”). For the avoidance of doubt, each Financial Institutions obligation under this clause (c) shall be binding upon such Financial Institution notwithstanding the limitation on recourse to the Sellers set forth in Section 1.8(a). If any LC Participant Financial Institution so notified fails to make available to the applicable LC Bank the amount of such LC ParticipantFinancial Institution’s Pro Rata Share of such amount by no later than 2:00 p.m., 4:00 p.m. (New York City time time) on the LC Reimbursement Date, then interest shall accrue on such LC ParticipantFinancial Institution’s obligation to make such payment, from the LC Reimbursement Date to the date on which such LC Participant Financial Institution makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the LC Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital Prime Rate on and after the fourth day following the LC Reimbursement Date. Each LC ParticipantFinancial Institution’s Commitment to make LC Participation Advances to the XX Xxxxx in respect of participation interests acquired by it pursuant to Section 1.6(c) shall survive and continue (notwithstanding the occurrence of the Amortization Date or any other termination of the purchase facility evidenced by this Agreement) until the last to occur of any of the following events: (Ai) the applicable LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (Bii) no Letter of Credit issued hereunder remains outstanding and uncancelled un-cancelled or (Ciii) all Persons (other than the SellerSellers) have been fully reimbursed for all payments made under or relating to Letters of Credit.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Cardinal Health Inc)
Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify the Seller and each Purchaser Agent Borrower of such requestdrawing. The Seller Each Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank not later than (i) if the Seller such Borrower shall have received such notice of such drawing prior to 10:00 a.m., by 1:00 p.m. (New York City time) on the date of such drawing (each such date, on any Business Daya “Drawing Date”), no later than 3:00 p.m., 4:00 p.m. (New York City time, ) on such Business Day, or the Drawing Date and (ii) otherwise, noon, otherwise 12:00 noon (New York City time, ) on the Business Day immediately following the day that Drawing Date (the Seller receives date on which such notice (each such date for reimbursement, Borrower is obligated to perform a Reimbursement Obligation is referred to as a “Reimbursement Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrowers (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date LC Bank of any available amounts denominated in an amount equal the same currency as the Letter of Credit relating to such Reimbursement Obligation and then on deposit in any LC Collateral Account, (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the remittance by or on behalf of the Borrowers to the LC Bank of any other funds of the Borrowers then available for disbursement and (iii) third, by the remittance by the Administrator using funds to the LC Bank of any available amounts then on deposit in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share Account denominated in a currency other than the currency of the Letter of Credit relating to such Reimbursement Purchase) directly Obligation; provided that at the time of such remittance, such amounts shall be converted to the LC Bankcurrency of the Letter of Credit relating to such Reimbursement Obligation. In the event the Seller any Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, time on the a Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Borrowing requested by the Seller any Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 1.2 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section 1.14 may be oral if immediately confirmed in writing; provided that the lack of such an immediate written confirmation shall not affect the conclusiveness or binding effect of such oral notice.
(b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), paragraph (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Ratable Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan in that amount denominated in the same currency as the Letter of Credit relating to such Participation Amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Ratable Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Date in the applicable currency (or, if such Reimbursement Date is the Drawing Date, 12:00 noon (New York City time) on the Business Day immediately following such Reimbursement Date) (the date on which an LC Participant is obligated to make available to the LC Bank the amount of such LC Participant’s Ratable Share is referred to as the “LC Participant Reimbursement Date”), then interest shall accrue on such LC Participant’s obligation to make such payment, from the LC Participant Reimbursement Date to the date on which such LC Participant makes such payment (i) during the first three (3) days following the LC Participant Reimbursement Date, at a rate per annum equal to (x) with respect to a Participation Advance denominated in U.S. Dollars, the Federal Funds Overnight Bank Funding Rate during the first three days following the Reimbursement Date and (y) with respect to a Participation Advance denominated in Canadian Dollars, CDOR and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the LC Participant Reimbursement Date. The LC Bank will promptly give notice of the occurrence of the LC Participant Reimbursement Date, but failure of the LC Bank to give any such notice on the LC Participant Reimbursement Date or in sufficient time to enable any LC Participant to effect such payment on the LC Participant Reimbursement Date shall not relieve such LC Participant from its obligation under this paragraph (b), provided that such LC Participant shall not be obligated to pay interest as provided in clauses (i) and (ii) above until and commencing from the date of receipt of notice from the LC Bank or the Administrator of the occurrence of the LC Participant Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the SellerBorrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.
Appears in 1 contract
Samples: Receivables Financing Agreement (Cincinnati Bell Inc)
Disbursements, Reimbursement. (a) In the event of Upon any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable LC Bank will promptly notify the Administrator who will notify related Funding Agent, the Collateral Agent and the Seller and each Purchaser Agent of such request. The If an LC Bank pays any amount under any Letter of Credit prior to 11:00 a.m. on any Drawing Date (as defined below), the Seller shall reimburse (such obligation to reimburse the each applicable LC Bank, the “Bank shall sometimes be referred to as a "Reimbursement Obligation”") the such LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., New York City time, 2:00 p.m. on each date that an amount is paid by an LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement "Drawing Date”") in an amount equal to the amount so paid by the an LC Bank. Upon its receipt (Any cash collateral held by or on behalf of an LC Bank in respect of a Letter of Credit shall be applied to discharge the Seller's Reimbursement Obligation with respect thereto so long as any remaining cash collateral with respect to that Letter of Credit equals or exceeds any undrawn amount under that Letter of Credit following such noticeapplication.) If an LC Bank pays any amount under any Letter of Credit on or after 11:00 a.m. on any Drawing Date, (i) the Seller will be deemed shall reimburse such LC Bank prior to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made 12:00 p.m. on the applicable Reimbursement next Business Day occurring after the Drawing Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made amount so paid by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the an LC Bank. In the event If the Seller fails to reimburse the an LC Bank for the full amount of any drawing under any Letter of Credit by when due, the applicable time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase Seller shall be deemed to have been requested that a Funded Purchase be made by a CP Conduit Purchaser or Committed Purchaser in such LC Bank's Purchaser Group to be disbursed on such date under such Letter of Credit, subject to the amount of the unutilized portion of the Commitment for such Purchaser Group; provided that if the amount so drawn under such Letter of Credit is less than $250,000 and cannot be funded by a CP Conduit Purchaser, the Seller shall be deemed to have requested that a Funded Purchase be made by a Committed Purchaser in such LC Bank's Purchaser Group, and for all purposes of this Agreement and each other Transaction Document, "Discount" with respect to such amount shall, notwithstanding anything to the contrary in this Agreement or in any other Transaction Document, be calculated at a rate equal to the Eurodollar Rate plus 0.50%, or if the Eurodollar Rate is unavailable, at the Base Rate until the conditions to fund at the Eurodollar Rate have been satisfied. Any notice given by an LC Bank pursuant to this Section 1.14(a) to reimburse may be oral if immediately confirmed in writing; provided that the LC Bank lack of such an immediate confirmation shall not have been satisfied), affect the LC Bank will promptly notify each LC Participant thereof.
(b) Each LC Participant shall, upon receipt of any notice pursuant to Section 1.14(a), make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”). If any LC Participant so notified fails to make available to the LC Bank the amount conclusiveness or binding effect of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., New York City time on the Reimbursement Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital on and after the fourth day following the Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Creditnotice.
Appears in 1 contract
Samples: Receivables Purchase Agreement (United States Steel Corp)
Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each LC Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the LC Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such LC Participant’s Pro Rata Share of the face amount of such Letter of Credit and the amount of such drawing, respectively.
(b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify and the Seller and each Purchaser Agent of such request. The Provided that it shall have received such notice, the Seller shall reimburse (such obligation to reimburse the LC BankBank shall sometimes be referred to as a “Reimbursement Obligation” and the required date of reimbursement, the “Reimbursement ObligationDate”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 12:00 p.m., New York City time, time on such Business Day, or (ii) otherwise, noon, New York City time, on each date that an amount is paid by the Business Day immediately following the day that the Seller receives such notice LC Bank under any Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Seller (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made the LC Bank of any available amounts then on deposit in the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation LC Collateral Account and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share remittance by or on behalf of the Reimbursement Purchase) directly Seller to the LC BankBank of any other funds of the Seller then available for disbursement. In the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable 12:00 p.m., New York time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied)Date, the LC Bank will promptly notify each LC Participant thereof, and the Seller shall be deemed to have requested that an Investment be made by the Purchasers in the Purchaser Groups for the LC Bank and the LC Participants to be disbursed on the Drawing Date under such Letter of Credit in accordance with Section 1.1(b), subject to the amount of the unutilized portion of the Purchase Limit. Any notice given by the LC Bank pursuant to this Section may be oral if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such oral notice.
(bc) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), clause (b) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”)drawing, whereupon the LC Participants shall each be deemed to have made an Investment in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., New York City time on the Reimbursement Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this clause (c), provided that such LC Participant shall not be obligated to pay interest as provided in subclauses (i) and (ii) above until and commencing from the date of receipt of notice from the LC Bank or the Administrator of a drawing. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Peabody Energy Corp)
Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each LC Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the LC Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such LC Participant’s Pro Rata Share of the face amount of such Letter of Credit and the amount of such drawing, respectively.
(b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify and the Seller and each Purchaser Agent of such request. The Provided that it shall have received such notice prior to 10:00 a.m., New York time, the Seller shall reimburse (such obligation to reimburse the LC BankBank shall sometimes be referred to as a “Reimbursement Obligation” and the required date of reimbursement, the “Reimbursement ObligationDate”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 12:00 p.m., New York City time, on each Business Day that an amount is paid by the LC Bank under any Letter of Credit (each such Business Daydate, or a “Drawing Date”) (ii) or, otherwise, noonby 12:00 p.m., New York City time, on the Business Day immediately following the day that the Seller receives such notice (each such date for reimbursement, a “Reimbursement Date”notice) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Seller (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made the LC Bank of any available amounts then on deposit in the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation LC Collateral Account and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share remittance by or on behalf of the Reimbursement Purchase) directly Seller to the LC BankBank of any other funds of the Seller then available for disbursement. In the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, time on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied)Date, the LC Bank will promptly notify each LC Participant thereof, and the Seller shall be deemed to have requested that a Funded Purchase be made by the Purchasers in the Purchaser Groups for the LC Bank and the LC Participants to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Purchase Limit. Any notice given by the LC Bank pursuant to this Section may be oral if immediately confirmed in writing; provided that the lack of such an immediate written confirmation shall not affect the conclusiveness or binding effect of such oral notice.
(bc) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), subclause (b) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (drawing, whereupon the LC Participants shall each be deemed to have made a “Participation Advance”)Funded Purchase in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., New York City time on the Reimbursement Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three 729565239 15494375 18 days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this subclause (c), provided that such LC Participant shall not be obligated to pay interest as provided in subclauses (i) and (ii) above until and commencing from the date of receipt of notice from the LC Bank or the Administrator of a drawing. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.
Appears in 1 contract
Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., noon (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon The Borrower shall honor its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a)first, a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using from funds on deposit in the LC Collateral Account, if availableany, and, second, from its own funds. To the extent the Borrower has not reimbursed the LC Bank any Reimbursement Obligations by noon (New York City time) on the second Business Day occurring after the applicable Drawing Date, the Borrower shall be deemed to fund have automatically requested a Loan pursuant to Section 2.01 to be funded on the second Business Day occurring after the applicable Drawing Date by noon (New York City time) in an amount equal to the amount necessary to pay any Reimbursement Obligations owing to the LC Bank without (i) the need for the delivery of any Loan Request, (ii) giving effect to any notice requirements applicable to requests for Loans hereunder or (iii) giving effect to the requirement that such Defaulting Purchaser’s Pro Rata Share of Loan be made prior to the Termination Date. The Administrative Agent and the Lenders hereby waive any notice requirements set forth in Section 2.02 in connection with any such Loan that is automatically requested in order to pay any Reimbursement Purchase) directly Obligations owing to the LC Bank. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the Reimbursement Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Loan requested by the Seller Borrower pursuant to this Section 1.14(a2.01(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice.
(b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan to the Borrower in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Overnight Bank Funding Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice to each LC Participant of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this clause (b). Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A1) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B2) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C3) all Persons (other than the Seller) Credit Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.
Appears in 1 contract
Samples: Receivables Financing Agreement (DCP Midstream, LP)
Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable LC Bank will promptly notify the Administrator Agent who will notify the Seller and each Purchaser Managing Agent of such request, and the applicable LC Bank will honor such drawing if and when required pursuant to the terms of the applicable Letter of Credit (the date on which an LC Bank honors a drawing on a Letter of Credit, the “Honor Date”). The Seller shall reimburse (such obligation to reimburse the LC Bank, the “LC Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., a.m. (New York City time, ) on any Business Day, by no later than 3:00 p.m., 2:00 p.m. (New York City time, ) on such Business Day, Day or (ii) otherwise, noon, by noon (New York City time, ) on the Business Day immediately following the day that the Seller receives such notice (each such date for reimbursement, a an “LC Reimbursement Date”) in an amount equal to the amount so paid by such LC Bank; provided, however, that recourse to the Seller for the LC BankReimbursement Obligation shall be limited to the Collateral and all of the other rights, interests and assets from time to time owned by the Seller (including all rights and interests of the Seller under or in connection with the Transaction Documents). For the avoidance of doubt, no Cardinal Entity (other than the Seller) or any other account party on a Letter of Credit (unless such account party is the Seller) shall have any obligation to reimburse the LC Bank or any other Person for a drawing under a Letter of Credit or shall otherwise be required to fund or perform the LC Reimbursement Obligation hereunder on behalf of the Seller or otherwise.
(b) Upon its receipt of such noticea notice of a drawing under a Letter of Credit pursuant to clause (a) above, unless the Seller shall have already satisfied the LC Reimbursement Obligation from its own funds, (i) the Seller will be deemed (without further action or notice) to have requested that a an Incremental Purchase (each such Incremental Purchase, a an “LC Reimbursement Purchase”) be made on the applicable LC Reimbursement Date in an amount equal to such LC Reimbursement Obligation and Obligation, (ii) the Administrator Agent will notify the Purchaser Agents each Managing Agent of such requested LC Reimbursement PurchasePurchase and (iii) interest shall accrue and be owing by the Seller to the LC Bank on such amount so paid by such LC Bank between such Honor Date and the LC Reimbursement Date at a rate per annum equal to the Discount Rate at such time; provided, however, that recourse to the Seller for such interest payment obligations shall be limited to the Collateral and all of the other rights, interests and assets from time to time owned by the Seller (including all rights and interests of the Seller under or in connection with the Transaction Documents). Subject to satisfaction of the limitations conditions set forth in Section 1.1(a)) and Article VI, a aan LC Reimbursement Purchase will be made on the LC Reimbursement Date by the Purchasers in each related Purchaser Group (which may be Conduits and/or Financial Institutions, as determined in accordance with Section 1.1(a)) by delivering its their respective Pro Rata Share Shares of such LC Reimbursement Purchase (or, in the case of a Defaulting PurchaserFinancial Institution, by the Administrator Agent using funds in the LC Collateral Account, if available, to fund such Defaulting PurchaserFinancial Institution’s Pro Rata Share of the LC Reimbursement Purchase) directly to the applicable LC BankBank on behalf of the Seller in respect of the Seller’s LC Reimbursement Obligation. In the event the Seller fails to reimburse the an LC Bank is not reimbursed for the full amount of any drawing under any Letter of Credit by the applicable time, time on the any LC Reimbursement Date (including including, without limitation, because the conditions precedent to a an LC Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall are not have been satisfied), the such LC Bank will promptly notify the Agent who will promptly notify each LC Participant thereofFinancial Institution (or its Managing Agent) thereof (which notice may be delivered in writing, orally or by e-mail).
(bc) Each LC Participant shall, upon Upon its (or its Managing Agent’s) receipt of any notice (including, without limitation, oral notice) pursuant to Section 1.14(a)1.8(b) that an LC Bank has not been reimbursed for the full amount of any drawing under any Letter of Credit by the applicable time on the applicable LC Reimbursement Date, each Financial Institution shall make available to the such LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a an “LC Participation Advance”). For the avoidance of doubt, each Financial Institutions obligation under this clause (c) shall be binding upon such Financial Institution notwithstanding the limitation on recourse to the Seller set forth in Section 1.8(a). If any LC Participant Financial Institution so notified fails to make available to the applicable LC Bank the amount of such LC ParticipantFinancial Institution’s Pro Rata Share of such amount by no later than 2:00 p.m., 4:00 p.m. (New York City time time) on the LC Reimbursement Date, then interest shall accrue on such LC ParticipantFinancial Institution’s obligation to make such payment, from the LC Reimbursement Date to the date on which such LC Participant Financial Institution makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the LC Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital Prime Rate on and after the fourth day following the LC Reimbursement Date. Each LC ParticipantFinancial Institution’s Commitment to make LC Participation Advances to the XX Xxxxx in respect of participation interests acquired by it pursuant to Section 1.6(c) shall survive and continue (notwithstanding the occurrence of the Amortization Date or any other termination of the purchase facility evidenced by this Agreement) until the last to occur of any of the following events: (Ai) the applicable LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (Bii) no Letter of Credit issued hereunder remains outstanding and uncancelled un-cancelled or (Ciii) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Cardinal Health Inc)
Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., noon (New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time), on the next Business Day immediately following each date that an amount is paid by the day that the Seller receives such notice LC Bank under any Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrower (i) first, by the Seller will be deemed remittance by the Administrative Agent to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made the LC Bank of any available amounts then on deposit in the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation LC Collateral Account and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share remittance by or on behalf of the Reimbursement Purchase) directly Borrower to the LC BankBank of any other funds of the Borrower then available for disbursement. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the Reimbursement next Business Day following the Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Loan requested by the Seller Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 2.01 shall not have been satisfied), the LC Bank will promptly notify each Lender thereof. Any notice given by the LC Participant thereofBank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice.
(b) Each LC Participant shall, Lender shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata LC Share of the amount of the drawing (a “Participation Advance”), whereupon the Lenders shall each be deemed to have made a Loan to the Borrower in that amount. If any LC Participant Lender so notified fails to make available to the LC Bank the amount of such LC ParticipantLender’s Pro Rata LC Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC ParticipantLender’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant Lender makes such payment (i) at a rate per annum equal to the Federal Funds FundsOvernight Bank Funding Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice to each Lender of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligation under this clause (b). Each LC ParticipantLender’s Commitment obligation to make Participation Advances shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) Credit Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.
Appears in 1 contract
Samples: Receivables Financing Agreement (CONSOL Energy Inc.)
Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify the Seller and each Purchaser Agent Borrower of such requestdrawing. The Seller Each Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank not later than (i) if the Seller such Borrower shall have received such notice of such drawing prior to 10:00 a.m., by 1:00 p.m. (New York City time) on the date of such drawing (each such date, on any Business Daya “Drawing Date”), no later than 3:00 p.m., 4:00 p.m. (New York City time, ) on such Business Day, or the Drawing Date and (ii) otherwise, noon, otherwise 12:00 noon (New York City time, ) on the Business Day immediately following the day that Drawing Date (the Seller receives date on which such notice (each such date for reimbursement, Borrower is obligated to perform a Reimbursement Obligation is referred to as a “Reimbursement Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrowers (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date LC Bank of any available amounts denominated in an amount equal the same currency as the Letter of Credit relating to such Reimbursement Obligation and then on deposit in any LC Collateral Account, (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the remittance by or on behalf of the Borrowers to the LC Bank of any other funds of the Borrowers then available for disbursement and (iii) third, by the remittance by the Administrator using funds to the LC Bank of any available amounts then on deposit in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share Account denominated in a currency other than the currency of the Letter of Credit relating to such Reimbursement Purchase) directly Obligation; provided that at the time of such remittance, such amounts shall be converted to the LC Bankcurrency of the Letter of Credit relating to such Reimbursement Obligation. In the event the Seller any Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the a Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Borrowing requested by the Seller any Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 1.2 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section 1.14 may be oral if immediately confirmed in writing; provided that the lack of such an immediate written confirmation shall not affect the conclusiveness or binding effect of such oral notice.
(b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), paragraph (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Ratable Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan in that amount denominated in the same currency as the Letter of Credit relating to such Participation Amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Ratable Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Date in the applicable currency (or, if such Reimbursement Date is the Drawing Date, 12:00 noon (New York City time) on the Business Day immediately following such Reimbursement Date) (the date on which an LC Participant is obligated to make available to the LC Bank the amount of such LC Participant’s Ratable Share is referred to as the “LC Participant Reimbursement Date”), then interest shall accrue on such LC Participant’s obligation to make such payment, from the LC Participant Reimbursement Date to the date on which such LC Participant makes such payment (i) during the first three (3) days following the LC Participant Reimbursement Date, at a rate per annum equal to (x) with respect to a Participation Advance denominated in U.S. Dollars, the Federal Funds FundsOvernight Bank Funding Rate during the first three days following the Reimbursement Date and (y) with respect to a Participation Advance denominated in Canadian Dollars, CDOR and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the LC Participant Reimbursement Date. The LC Bank will promptly give notice of the occurrence of the LC Participant Reimbursement Date, but failure of the LC Bank to give any such notice on the LC Participant Reimbursement Date or in sufficient time to enable any LC Participant to effect such payment on the LC Participant Reimbursement Date shall not relieve such LC Participant from its obligation under this paragraph (b), provided that such LC Participant shall not be obligated to pay interest as provided in clauses (i) and (ii) above until and commencing from the date of receipt of notice from the LC Bank or the Administrator of the occurrence of the LC Participant Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the SellerBorrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.
Appears in 1 contract
Samples: Receivables Financing Agreement (Cincinnati Bell Inc)
Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify and the Seller and each Purchaser Agent Borrower of such requestdrawing. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank not later than (i) if the Seller Borrower shall have received such notice of such drawing prior to 10:00 a.m., by 1:00 p.m. (New York City time) on the date of such drawing (each such date, on any Business Daya “Drawing Date”), no later than 3:00 p.m., 4:00 p.m. (New York City time, ) on such Business Day, or the Drawing Date and (ii) otherwise, noon, otherwise 12:00 noon (New York City time, ) on the Business Day immediately following the day that Drawing Date (the Seller receives such notice (each such date for reimbursement, on which the Borrower is obligated to perform a Reimbursement Obligation is referred to as a “Reimbursement Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrower (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date LC Bank of any available amounts denominated in an amount equal the same currency as the Letter of Credit relating to such Reimbursement Obligation and then on deposit in any LC Collateral Account, (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the remittance by or on behalf of the Borrower to the LC Bank of any other funds of the Borrower then available for disbursement and (iii) third, by the remittance by the Administrator using funds to the LC Bank of any available amounts then on deposit in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share Account denominated in a currency other than the currency of the Letter of Credit relating to such Reimbursement Purchase) directly Obligation; provided that at the time of such remittance, such amounts shall be converted to the LC Bankcurrency of the Letter of Credit relating to such Reimbursement Obligation. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, time on the a Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Borrowing requested by the Seller Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 1.2 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section 1.14 may be oral if immediately confirmed in writing; provided that the lack of such an immediate written confirmation shall not affect the conclusiveness or binding effect of such oral notice.
(b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), paragraph (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Ratable Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan in that amount denominated in the same currency as the Letter of Credit relating to such Participation Amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Ratable Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Date in the applicable currency (or, if such Reimbursement Date is the Drawing Date, 12:00 noon (New York City time) on the Business Day immediately following such Reimbursement Date) (the date on which an LC Participant is obligated to make available to the LC Bank the amount of such LC Participant’s Ratable Share is referred to as the “LC Participant Reimbursement Date”), then interest shall accrue on such LC Participant’s obligation to make such payment, from the LC Participant Reimbursement Date to the date on which such LC Participant makes such payment (i) during the first three (3) days following the LC Participant Reimbursement Date, at a rate per annum equal to the Federal Funds Overnight Bank Funding Rate during the first three days following the Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the LC Participant Reimbursement Date. The LC Bank will promptly give notice of the occurrence of the LC Participant Reimbursement Date, but failure of the LC Bank to give any such notice on the LC Participant Reimbursement Date or in sufficient time to enable any LC Participant to effect such payment on the LC Participant Reimbursement Date shall not relieve such LC Participant from its obligation under this paragraph (b), provided that such LC Participant shall not be obligated to pay interest as provided in clauses (i) and (ii) above until and commencing from the date of receipt of notice from the LC Bank or the Administrator of the occurrence of the LC Participant Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the SellerBorrower) have been fully reimbursed for all payments made under or relating to Letters of Credit.
Appears in 1 contract
Samples: Receivables Financing Agreement (Cincinnati Bell Inc)