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Common use of Disbursements, Reimbursement Clause in Contracts

Disbursements, Reimbursement. Immediately upon the issuance of each Letter of Credit (including, with respect to the Existing Letter of Credit, on the Effective Date), each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. (i) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the relevant Issuing Lender will promptly notify the Borrower and the Agent thereof. Provided that it shall have received such notice by 10:00 a.m. (Pittsburgh, Pennsylvania time) on the date that an amount is paid by an Issuing Lender under any Letter of Credit (each such date, a “Drawing Date”), the Borrower shall reimburse (such obligation to reimburse the Issuing Lenders shall sometimes be referred to as a “Reimbursement Obligation”) such Issuing Lender by 2:00 p.m. (Pittsburgh, Pennsylvania time) on such date by paying to the Agent for the account of such Issuing Lender an amount equal to the amount so paid by such Issuing Lender, or if such notice has not been received by the Borrower by 10:00 a.m. (Pittsburgh, Pennsylvania time) on the Drawing Date, then the Borrower shall make such payment, with interest thereon from the Drawing Date at the rate applicable to Base Rate Advances, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on the Business Day immediately following the date on which it shall have received such notice. In the event the Borrower fails to reimburse an Issuing Lender (through the Agent) for the full amount of any drawing under any Letter of Credit when due (plus, to the extent applicable, interest thereon as provided above), the Agent will promptly notify each Lender thereof, and the Borrower shall be deemed to have requested that Base Rate Advances be made by the Lenders to be disbursed, if such notice is received on or before 12:00 noon (Pittsburgh, Pennsylvania time) on a Business Day, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on such Business Day and, otherwise, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on the next Business Day, subject to, in each case, the amount of the unutilized portion of the Commitments and subject to the conditions set forth in Section 3.02 other than any notice requirements. Any notice given by the Agent or an Issuing Lender pursuant to this Section 2.04(c)(i) 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 notice. (ii) Each Lender shall upon any notice pursuant to Section 2.04(c)(i) make available to the Agent for the account of the relevant Issuing Lender an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to this Section 2.04(c)(ii)) each be deemed to have made a Base Rate Advance to the Borrower in that amount. If any Lender so notified fails to make available to the Agent for the account of the relevant Issuing Lender the amount of such Lender’s Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Base Rate Advances on and after the fourth day following the Drawing Date. The Agent and the relevant Issuing Lender will promptly give notice (as described in Section 2.04(c)(i) above) of the occurrence of the Drawing Date, but failure of the Agent or any Issuing Lender 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 Section 2.04(c)(ii). (iii) With respect to any unreimbursed drawing that is not converted into a Base Rate Advance to the Borrower in whole or in part as contemplated by Section 2.04(c)(i), because of the Borrower’s failure to satisfy the conditions set forth in Section 3.02 other than any notice requirements, or for any other reason, the Borrower shall be deemed to have incurred from the relevant Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Base Rate Advances. Each Lender’s payment to the Agent for the account of the relevant Issuing Lender pursuant to this Section 2.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing (each a “Participation Advance”) from such Lender in satisfaction of its participation obligation under this Section 2.04(c).

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Ugi Utilities Inc)

Disbursements, Reimbursement. Immediately upon the issuance of each Letter of Credit (including, with respect to the Existing Letter of Credit, on the Effective Date), each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. (i) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the relevant Issuing Lender will promptly notify the Borrower and the Agent thereof. Provided that it shall have received such notice by 10:00 a.m. (Pittsburgh, Pennsylvania time) on the date that an amount is paid by an Issuing Lender under any Letter of Credit (each such date, a “Drawing Date”), the Borrower shall reimburse (such obligation to reimburse the Issuing Lenders shall sometimes be referred to as a “Reimbursement Obligation”) such Issuing Lender by 2:00 p.m. (Pittsburgh, Pennsylvania time) on such date by paying to the Agent for the account of such Issuing Lender an amount equal to the amount so paid by such Issuing Lender, or if such notice has not been received by the Borrower by 10:00 a.m. (Pittsburgh, Pennsylvania time) on the Drawing Date, then the Borrower shall make such payment, with interest thereon from the Drawing Date at the rate applicable to Base Rate Advances, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on the Business Day immediately following the date on which it shall have received such notice. In the event the Borrower fails to reimburse an Issuing Lender (through the Agent) for the full amount of any drawing under any Letter of Credit when due (plus, to the extent applicable, interest thereon as provided above), the Agent will promptly notify each Lender thereof, and the Borrower shall be deemed to have requested that Base Rate Advances be made by the Lenders to be disbursed, if such notice is received on or before 12:00 noon (Pittsburgh, Pennsylvania time) on a Business Day, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on such Business Day and, otherwise, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on the next Business Day, subject to, in each case, the amount of the unutilized portion of the Commitments and subject to the conditions set forth in Section 3.02 other than any notice requirements. Any notice given by the Agent or an Issuing Lender pursuant to this Section 2.04(c)(i) 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 notice. (ii) Each Lender shall upon any notice pursuant to Section 2.04(c)(i) make available to the Agent for the account of the relevant Issuing Lender an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to this Section 2.04(c)(ii)) each be deemed to have made a Base Rate Advance to the Borrower in that amount. If any Lender so notified fails to make available to the Agent for the account of the relevant Issuing Lender the amount of such Lender’s Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Base Rate Advances on and after the fourth day following the Drawing Date. The Agent and the relevant Issuing Lender will promptly give notice (as described in Section 2.04(c)(i) above) of the occurrence of the Drawing Date, but failure of the Agent or any Issuing Lender 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 Section 2.04(c)(ii). (iii) With respect to any unreimbursed drawing that is not converted into a Base Rate Advance to the Borrower in whole or in part as contemplated by Section 2.04(c)(i), because of the Borrower’s failure to satisfy the conditions set forth in Section 3.02 other than any notice requirements, or for any other reason, the Borrower shall be deemed to have incurred from the relevant Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Base Rate Advances. Each Lender’s payment to the Agent for the account of the relevant Issuing Lender pursuant to this Section 2.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing (each a “Participation Advance”) from such Lender in satisfaction of its participation obligation under this Section 2.04(c).

Appears in 1 contract

Samples: Credit Agreement (Ugi Utilities Inc)

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit (including, with respect to the Existing Letter of Credit, on the Effective Date), each Lender LC Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Issuing Lender LC Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such LenderLC Participant’s Ratable Pro Rata Share of the maximum face amount available to be drawn under of such Letter of Credit and the amount of such drawing, respectively. (ib) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the relevant Issuing Lender LC Bank will promptly notify the Borrower Administrator and the Agent thereofSeller of such request. Provided that it shall have received such notice by 10:00 a.m. notice, the Seller shall reimburse (Pittsburghsuch obligation to reimburse the LC Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank prior to 12:00 p.m., Pennsylvania time) time on the each date that an amount is paid by an Issuing Lender the LC Bank under any Letter of Credit (each such date, a “Drawing Date”), the Borrower shall reimburse (such obligation to reimburse the Issuing Lenders shall sometimes be referred to as a “Reimbursement Obligation”) such Issuing Lender by 2:00 p.m. (Pittsburgh, Pennsylvania time) on such date by paying to the Agent for the account of such Issuing Lender in an amount equal to the amount so paid by such Issuing Lender, or if such notice has not been received by the Borrower by 10:00 a.m. (Pittsburgh, Pennsylvania time) on the Drawing Date, then the Borrower shall make such payment, with interest thereon from the Drawing Date at the rate applicable to Base Rate Advances, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on the Business Day immediately following the date on which it shall have received such noticeLC Bank. In the event the Borrower Seller fails to reimburse an Issuing Lender (through the Agent) LC Bank for the full amount of any drawing under any Letter of Credit when due (plusby 12:00 p.m., to Pennsylvania time, on the extent applicable, interest thereon as provided above)Drawing Date, the Agent LC Bank will promptly notify each Lender LC Participant thereof, and the Borrower Seller shall be deemed to have requested that Base Rate Advances a Funded Purchase be made by the Lenders Purchasers in the Purchaser Group for the LC Bank and the LC Participants to be disbursed, if such notice is received on or before 12:00 noon (Pittsburgh, Pennsylvania time) on a Business Day, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on such Business Day and, otherwise, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) disbursed on the next Business Day, subject to, Drawing Date under such Letter of Credit in each case, the amount of the unutilized portion of the Commitments and subject to the conditions set forth in accordance with Section 3.02 other than any notice requirements1.1(b). Any notice given by the Agent or an Issuing Lender LC Bank pursuant to this Section 2.04(c)(i) 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 notice. (iic) Each Lender LC Participant shall upon any notice pursuant to Section 2.04(c)(isubclause (b) above make available to the Agent for the account of the relevant Issuing Lender LC Bank an amount in immediately available funds equal to its Ratable Pro Rata Share of the amount of the drawing, whereupon the participating Lenders shall (subject to this Section 2.04(c)(ii)) each be deemed to have made a Base Rate Advance to the Borrower in that amount. If any Lender LC Participant so notified fails to make available to the Agent for the account of the relevant Issuing Lender LC Bank the amount of such LenderLC Participant’s Ratable Pro Rata Share of such amount by no later than 2:00 p.m. p.m., Pennsylvania time on the Drawing Date, then interest shall accrue on such LenderLC Participant’s obligation to make such payment, from the Drawing Date to the date on which such Lender LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Base Rate Advances Capital on and after the fourth day following the Drawing Date. The Agent and the relevant Issuing Lender LC Bank will promptly give notice (as described in Section 2.04(c)(i) above) of the occurrence of the Drawing Date, but failure of the Agent or any Issuing Lender LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any Lender LC Participant to effect such payment on such date shall not relieve such Lender LC Participant from its obligation under this Section 2.04(c)(ii). subclause (iii) With respect to any unreimbursed drawing that is not converted into a Base Rate Advance to the Borrower in whole or in part as contemplated by Section 2.04(c)(ic), because 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 Borrower’s failure following events: (A) the LC Bank ceases to satisfy the conditions set forth in Section 3.02 other than any notice requirements, be obligated to issue or for any other reason, the Borrower shall cause to be deemed to have incurred from the relevant Issuing Lender a borrowing issued Letters of Credit hereunder; (each a “B) no Letter of Credit Borrowing”issued hereunder remains outstanding and uncancelled or (C) in all Persons (other than the amount Seller) have been fully reimbursed for all payments made under or relating to Letters of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Base Rate Advances. Each Lender’s payment to the Agent for the account of the relevant Issuing Lender pursuant to this Section 2.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing (each a “Participation Advance”) from such Lender in satisfaction of its participation obligation under this Section 2.04(c)Credit.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Cooper Tire & Rubber Co)

Disbursements, Reimbursement. Immediately upon the issuance of each Letter of Credit (including, with respect to the Existing Letter of Credit, on the Effective Date), each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to such LenderXxxxxx’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. (i) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the relevant Issuing Lender will promptly notify the Borrower and the Agent thereof. Provided that it shall have received such notice by 10:00 a.m. (Pittsburgh, Pennsylvania time) on the date that an amount is paid by an Issuing Lender under any Letter of Credit (each such date, a “Drawing Date”), the Borrower shall reimburse (such obligation to reimburse the Issuing Lenders shall sometimes be referred to as a “Reimbursement Obligation”) such Issuing Lender by 2:00 p.m. (Pittsburgh, Pennsylvania time) on such date by paying to the Agent for the account of such Issuing Lender an amount equal to the amount so paid by such Issuing Lender, or if such notice has not been received by the Borrower by 10:00 a.m. (Pittsburgh, Pennsylvania time) on the Drawing Date, then the Borrower shall make such payment, with interest thereon from the Drawing Date at the rate applicable to Base Rate Advances, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on the Business Day immediately following the date on which it shall have received such notice. In the event the Borrower fails to reimburse an Issuing Lender (through the Agent) for the full amount of any drawing under any Letter of Credit when due (plus, to the extent applicable, interest thereon as provided above), the Agent will promptly notify each Lender thereof, and the Borrower shall be deemed to have requested that Base Rate Advances be made by the Lenders to be disbursed, if such notice is received on or before 12:00 noon (Pittsburgh, Pennsylvania time) on a Business Day, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on such Business Day and, otherwise, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on the next Business Day, subject to, in each case, the amount of the unutilized portion of the Commitments and subject to the conditions set forth in Section 3.02 other than any notice requirements. Any notice given by the Agent or an Issuing Lender pursuant to this Section 2.04(c)(i) 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 notice. (ii) Each Lender shall upon any notice pursuant to Section 2.04(c)(i) make available to the Agent for the account of the relevant Issuing Lender an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to this Section 2.04(c)(ii)) each be deemed to have made a Base Rate Advance to the Borrower in that amount. If any Lender so notified fails to make available to the Agent for the account of the relevant Issuing Lender the amount of such Lender’s Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Base Rate Advances on and after the fourth day following the Drawing Date. The Agent and the relevant Issuing Lender will promptly give notice (as described in Section 2.04(c)(i) above) of the occurrence of the Drawing Date, but failure of the Agent or any Issuing Lender 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 Section 2.04(c)(ii). (iii) With respect to any unreimbursed drawing that is not converted into a Base Rate Advance to the Borrower in whole or in part as contemplated by Section 2.04(c)(i), because of the Borrower’s failure to satisfy the conditions set forth in Section 3.02 other than any notice requirements, or for any other reason, the Borrower shall be deemed to have incurred from the relevant Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Base Rate Advances. Each Lender’s payment to the Agent for the account of the relevant Issuing Lender pursuant to this Section 2.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing (each a “Participation Advance”) from such Lender in satisfaction of its participation obligation under this Section 2.04(c).

Appears in 1 contract

Samples: Credit Agreement (Ugi Corp /Pa/)

Disbursements, Reimbursement. 2.9.3.1 Immediately upon the issuance of each Letter of Credit (including, with respect to the Existing Letter of Credit, on the Effective Date), each Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Issuing Lender Administrative Agent a participation in such Letter of Credit and each drawing thereunder in an amount equal to such LenderBank’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. (i) 2.9.3.2 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the relevant Issuing Lender Administrative Agent will promptly notify the Borrower and (or RSC, in the Agent case of the RSC Letter of Credit (PNC)) thereof. Provided that it shall have received such notice by 10:00 a.m. a.m., Pittsburgh, Pennsylvania time (any notice received after 10:00 a.m., Pittsburgh, Pennsylvania time) , on a particular day shall be deemed to have been received by 10:00 a.m., Pittsburgh, Pennsylvania time, on the next Business Day), on the applicable Drawing Date, the Borrower (or RSC, in the case of the RSC Letter of Credit (PNC)) shall reimburse (such obligation to reimburse the Administrative Agent shall sometimes be referred to as a “Reimbursement Obligation”) the Administrative Agent in Dollars prior to 12:00 noon, Pittsburgh, Pennsylvania time, on each date that an amount is paid by an Issuing Lender the Administrative Agent under any Letter of Credit (each such date, a “Drawing Date”), the Borrower shall reimburse (such obligation to reimburse the Issuing Lenders shall sometimes be referred to as a “Reimbursement Obligation”) such Issuing Lender by 2:00 p.m. (Pittsburgh, Pennsylvania time) on such date by paying to the Agent for the account of such Issuing Lender in an amount equal to the Dollar Equivalent amount so paid by such Issuing Lender, or if such notice has not been received by the Borrower by 10:00 a.m. (Pittsburgh, Pennsylvania time) on the Drawing Date, then the Borrower shall make such payment, with interest thereon from the Drawing Date at the rate applicable to Base Rate Advances, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on the Business Day immediately following the date on which it shall have received such noticeAdministrative Agent. In the event the Borrower (or RSC, in the case of the RSC Letter of Credit (PNC)) fails to reimburse an Issuing Lender (through pay the Agent) for Administrative Agent the full Dollar Equivalent amount of any drawing under any Letter of Credit when due (plusby 12:00 noon, to Pittsburgh, Pennsylvania time, on the extent applicable, interest thereon as provided above)Drawing Date, the Administrative Agent will promptly notify each Lender Bank thereof, and the Borrower shall be deemed to have requested that Base Rate Advances Revolving Credit Loans be made by the Lenders Banks in Dollars under the Base Rate Option to be disbursed, if such notice is received on or before 12:00 noon (Pittsburgh, Pennsylvania time) on a Business Day, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on such Business Day and, otherwise, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) disbursed on the next Business DayDrawing Date under such Letter of Credit, subject to, in each case, to the amount of the unutilized portion of the Commitments Revolving Credit Commitment and subject to the conditions set forth in Section 3.02 6.2 [Each Additional Loan] other than any notice requirements. Any notice given by the Administrative Agent or an Issuing Lender pursuant to this Section 2.04(c)(i) 2.9.3.2 [Disbursements, Reimbursement] 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 notice. (ii) 2.9.3.3 Each Lender Bank shall upon any notice pursuant to Section 2.04(c)(i) make available 2.9.3.2 [Disbursements, Reimbursement] pay to the Administrative Agent for the account of the relevant Issuing Lender an amount in Dollars in immediately available funds equal to its Ratable Share of the Dollar Equivalent amount of the drawing, whereupon the participating Lenders Banks shall (subject to this Section 2.04(c)(ii)2.9.3.4) each be deemed to have made a Revolving Credit Loan in Dollars under the Base Rate Advance Option to the Borrower in that amount. If any Lender Bank so notified fails to make available in Dollars to the Administrative Agent for the account of the relevant Issuing Lender Administrative Agent the amount of such LenderBank’s Ratable Share of such Dollar Equivalent amount by no later than 2:00 p.m. p.m., Pittsburgh, Pennsylvania time, on the Drawing Date, then interest shall accrue on such LenderBank’s obligation to make such payment, from the Drawing Date to the date on which such Lender Bank makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Credit Base Rate Advances Option on and after the fourth (4th) day following the Drawing Date. The Administrative Agent and the relevant Issuing Lender will promptly give notice (as described in Section 2.04(c)(i) above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or any Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender Bank to effect such payment on such date shall not relieve such Lender Bank from its obligation obligations to fund under this Section 2.04(c)(ii)2.9.3.3 [Disbursements, Reimbursement] upon receipt of such notice. (iii) 2.9.3.4 With respect to any unreimbursed drawing that is not converted into a Revolving Credit Loans under the Base Rate Advance Option to the Borrower in whole or in part as contemplated by Section 2.04(c)(i)2.9.3.2 [Disbursements, Reimbursement] because of the Borrower’s failure to satisfy the conditions set forth in Section 3.02 6.2 [Each Additional Loan or Letter of Credit] other than any notice requirements, requirements or for any other reason, the Borrower shall be deemed to have incurred from the relevant Issuing Lender Administrative Agent a borrowing (each a “Letter of Credit Borrowing”) in Dollars in the Dollar Equivalent amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate AdvancesOption. Each LenderBank’s payment to the Administrative Agent for the account of the relevant Issuing Lender pursuant to this Section 2.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing (each a “Participation Advance”) from such Lender in satisfaction of its participation obligation under this Section 2.04(c)2.9.

Appears in 1 contract

Samples: Credit Agreement (Papa Johns International Inc)

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit (including, with respect to the Existing Letter of Credit, on the Effective Date), each Lender LC Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Issuing Lender LC Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such LenderLC Participant’s Ratable Adjusted Pro Rata Share of the maximum face amount available to be drawn under of such Letter of Credit and the amount of such drawing, respectively. (ib) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the relevant Issuing Lender LC Bank will promptly notify the Borrower Administrator and the Agent thereofSeller of such request. Provided that it shall have received such notice by 10:00 a.m. notice, the Seller shall reimburse (Pittsburghsuch obligation to reimburse the LC Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank prior to 12:00 p.m., Pennsylvania time) time on the each date that an amount is paid by an Issuing Lender the LC Bank under any Letter of Credit (each such date, a “Drawing Date”), the Borrower shall reimburse (such obligation to reimburse the Issuing Lenders shall sometimes be referred to as a “Reimbursement Obligation”) such Issuing Lender by 2:00 p.m. (Pittsburgh, Pennsylvania time) on such date by paying to the Agent for the account of such Issuing Lender in an amount equal to the amount so paid by such Issuing Lender, or if such notice has not been received by the Borrower by 10:00 a.m. (Pittsburgh, Pennsylvania time) on the Drawing Date, then the Borrower shall make such payment, with interest thereon from the Drawing Date at the rate applicable to Base Rate Advances, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on the Business Day immediately following the date on which it shall have received such noticeLC Bank. In the event the Borrower Seller fails to reimburse an Issuing Lender (through the Agent) LC Bank for the full amount of any drawing under any Letter of Credit when due (plusby 12:00 p.m., to Pennsylvania time, on the extent applicable, interest thereon as provided above)Drawing Date, the Agent LC Bank will promptly notify each Lender LC Participant thereof, and the Borrower Seller shall be deemed to have requested that Base Rate Advances a Funded Purchase be made by the Lenders Purchasers in the Purchaser Group for the LC Bank and the LC Participants to be disbursed, if such notice is received on or before 12:00 noon (Pittsburgh, Pennsylvania time) on a Business Day, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on such Business Day and, otherwise, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) disbursed on the next Business Day, subject to, Drawing Date under such Letter of Credit in each case, the amount of the unutilized portion of the Commitments and subject to the conditions set forth in accordance with Section 3.02 other than any notice requirements1.1(b). Any notice given by the Agent or an Issuing Lender LC Bank pursuant to this Section 2.04(c)(i1.15(b) may be oral if immediately confirmed in writing; provided that the lack of any such an immediate written confirmation shall not affect the conclusiveness or binding effect of such the oral notice. (iic) Each Lender LC Participant shall upon any notice pursuant to Section 2.04(c)(i1.15(b) above make available to the Agent for the account of the relevant Issuing Lender LC Bank an amount in immediately available funds equal to its Ratable Adjusted Pro Rata Share of the amount of the drawing, whereupon the participating Lenders shall (subject to this Section 2.04(c)(ii)) each be deemed to have made a Base Rate Advance to the Borrower in that amount. If any Lender LC Participant so notified fails to make available to the Agent for the account of the relevant Issuing Lender LC Bank the amount of such LenderLC Participant’s Ratable Adjusted Pro Rata Share of such amount by no later than 2:00 p.m. p.m., Pennsylvania time on the Drawing Date, then interest shall accrue on such LenderLC Participant’s obligation to make such payment, from the Drawing Date to the date on which such Lender LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Overnight Bank Funding Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Base Rate Advances Capital on and after the fourth day following the Drawing Date. The Agent and the relevant Issuing Lender LC Bank will promptly give notice (as described in Section 2.04(c)(i) above) of the occurrence of the Drawing Date, but failure of the Agent or any Issuing Lender LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any Lender LC Participant to effect such payment on such date shall not relieve such Lender LC Participant from its obligation under this Section 2.04(c)(ii1.15(c). ; provided that such LC Participant shall not be obligated to pay interest as provided in clauses (iiii) With respect 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 unreimbursed drawing that is not converted into a Base Rate Advance to the Borrower in whole or in part as contemplated by Section 2.04(c)(i), because of the Borrower’s failure following events: (A) the LC Bank ceases to satisfy the conditions set forth in Section 3.02 other than any notice requirements, be obligated to issue or for any other reason, the Borrower shall cause to be deemed to have incurred from the relevant Issuing Lender a borrowing issued Letters of Credit hereunder; (each a “B) no Letter of Credit Borrowing”issued hereunder remains outstanding and uncancelled; or (C) in all Persons (other than the amount Seller) have been fully reimbursed for all payments made under or relating to Letters of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Base Rate Advances. Each Lender’s payment to the Agent for the account of the relevant Issuing Lender pursuant to this Section 2.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing (each a “Participation Advance”) from such Lender in satisfaction of its participation obligation under this Section 2.04(c)Credit.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Kelly Services Inc)

Disbursements, Reimbursement. Immediately upon the issuance of each Letter of Credit (including, with respect to the Existing Letter Letters of Credit, on the Effective Closing Date), each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. (i) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the relevant Issuing Lender will promptly notify the Borrower and the Agent thereof. Provided that it shall have received such notice by 10:00 a.m. (Pittsburgh, Pennsylvania time) on the date that an amount is paid by an Issuing Lender under any Letter of Credit (each such date, a “Drawing Date”), the Borrower shall reimburse (such obligation to reimburse the Issuing Lenders shall sometimes be referred to as a “Reimbursement Obligation”) such Issuing Lender by 2:00 p.m. (Pittsburgh, Pennsylvania time) on such date by paying to the Agent for the account of such Issuing Lender an amount equal to the amount so paid by such Issuing Lender, or if such notice has not been received by the Borrower by 10:00 a.m. (Pittsburgh, Pennsylvania time) on the Drawing Date, then the Borrower shall make such payment, with interest thereon from the Drawing Date at the rate applicable to Base Rate Advances, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on the Business Day immediately following the date on which it shall have received such notice. In the event the Borrower fails to reimburse an Issuing Lender (through the Agent) for the full amount of any drawing under any Letter of Credit when due (plus, to the extent applicable, interest thereon as provided above), the Agent will promptly notify each Lender thereof, and the Borrower shall be deemed to have requested that Base Rate Advances be made by the Lenders to be disbursed, if such notice is received on or before 12:00 noon (Pittsburgh, Pennsylvania time) on a Business Day, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on such Business Day and, otherwise, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on the next Business Day, subject to, in each case, the amount of the unutilized portion of the Commitments and subject to the conditions set forth in Section 3.02 other than any notice requirements. Any notice given by the Agent or an Issuing Lender pursuant to this Section 2.04(c)(i) 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 notice. (ii) Each Lender shall upon any notice pursuant to Section 2.04(c)(i) make available to the Agent for the account of the relevant Issuing Lender an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to this Section 2.04(c)(ii)) each be deemed to have made a Base Rate Advance to the Borrower in that amount. If any Lender so notified fails to make available to the Agent for the account of the relevant Issuing Lender the amount of such Lender’s Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Base Rate Advances on and after the fourth day following the Drawing Date. The Agent and the relevant Issuing Lender will promptly give notice (as described in Section 2.04(c)(i) above) of the occurrence of the Drawing Date, but failure of the Agent or any Issuing Lender 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 Section 2.04(c)(ii). (iii) With respect to any unreimbursed drawing that is not converted into a Base Rate Advance to the Borrower in whole or in part as contemplated by Section 2.04(c)(i), because of the Borrower’s failure to satisfy the conditions set forth in Section 3.02 other than any notice requirements, or for any other reason, the Borrower shall be deemed to have incurred from the relevant Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Base Rate Advances. Each Lender’s payment to the Agent for the account of the relevant Issuing Lender pursuant to this Section 2.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing (each a “Participation Advance”) from such Lender in satisfaction of its participation obligation under this Section 2.04(c).

Appears in 1 contract

Samples: Credit Agreement (Ugi Utilities Inc)

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit (including, with respect to the Existing Letter of Credit, on the Effective Date), each Lender LC Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Issuing Lender LC Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such LenderLC Participant’s Ratable Adjusted Pro Rata Share of the maximum face amount available to be drawn under of such Letter of Credit and the amount of such drawing, respectively. (ib) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the relevant Issuing Lender LC Bank will promptly notify the Borrower Administrator and the Agent thereofSeller of such request. Provided that it shall have received such notice by 10:00 a.m. notice, the Seller shall reimburse (Pittsburghsuch obligation to reimburse the LC Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank prior to 12:00 p.m., Pennsylvania time) time on the each date that an amount is paid by an Issuing Lender the LC Bank under any Letter of Credit (each such date, a “Drawing Date”), the Borrower shall reimburse (such obligation to reimburse the Issuing Lenders shall sometimes be referred to as a “Reimbursement Obligation”) such Issuing Lender by 2:00 p.m. (Pittsburgh, Pennsylvania time) on such date by paying to the Agent for the account of such Issuing Lender in an amount equal to the amount so paid by such Issuing Lender, or if such notice has not been received by the Borrower by 10:00 a.m. (Pittsburgh, Pennsylvania time) on the Drawing Date, then the Borrower shall make such payment, with interest thereon from the Drawing Date at the rate applicable to Base Rate Advances, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on the Business Day immediately following the date on which it shall have received such noticeLC Bank. In the event the Borrower Seller fails to reimburse an Issuing Lender (through the Agent) LC Bank for the full amount of any drawing under any Letter of Credit when due (plusby 12:00 p.m., to Pennsylvania time, on the extent applicable, interest thereon as provided above)Drawing Date, the Agent LC Bank will promptly notify each Lender LC Participant thereof, and the Borrower Seller shall be deemed to have requested that Base Rate Advances a Funded Purchase be made by the Lenders Purchasers in the Purchaser Group for the LC Bank and the LC Participants to be disbursed, if such notice is received on or before 12:00 noon (Pittsburgh, Pennsylvania time) on a Business Day, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on such Business Day and, otherwise, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) disbursed on the next Business Day, subject to, Drawing Date under such Letter of Credit in each case, the amount of the unutilized portion of the Commitments and subject to the conditions set forth in accordance with Section 3.02 other than any notice requirements1.1(b). Any notice given by the Agent or an Issuing Lender LC Bank pursuant to this Section 2.04(c)(i1.15(b) may be oral if immediately confirmed in writing; provided that the lack of any such an immediate written confirmation shall not affect the conclusiveness or binding effect of such the oral notice. (iic) Each Lender LC Participant shall upon any notice pursuant to Section 2.04(c)(i1.15(b) above make available to the Agent for the account of the relevant Issuing Lender LC Bank an amount in immediately available funds equal to its Ratable Adjusted Pro Rata Share of the amount of the drawing, whereupon the participating Lenders shall (subject to this Section 2.04(c)(ii)) each be deemed to have made a Base Rate Advance to the Borrower in that amount. If any Lender LC Participant so notified fails to make available to the Agent for the account of the relevant Issuing Lender LC Bank the amount of such LenderLC Participant’s Ratable Adjusted Pro Rata Share of such amount by no later than 2:00 p.m. p.m., Pennsylvania time on the Drawing Date, then interest shall accrue on such LenderLC Participant’s obligation to make such payment, from the Drawing Date to the date on which such Lender LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds FundsOvernight Bank Funding Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Base Rate Advances Capital on and after the fourth day following the Drawing Date. The Agent and the relevant Issuing Lender LC Bank will promptly give notice (as described in Section 2.04(c)(i) above) of the occurrence of the Drawing Date, but failure of the Agent or any Issuing Lender LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any Lender LC Participant to effect such payment on such date shall not relieve such Lender LC Participant from its obligation under this Section 2.04(c)(ii1.15(c). ; provided that such LC Participant shall not be obligated to pay interest as provided in clauses (iiii) With respect 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 unreimbursed drawing that is not converted into a Base Rate Advance to the Borrower in whole or in part as contemplated by Section 2.04(c)(i), because of the Borrower’s failure following events: (A) the LC Bank ceases to satisfy the conditions set forth in Section 3.02 other than any notice requirements, be obligated to issue or for any other reason, the Borrower shall cause to be deemed to have incurred from the relevant Issuing Lender a borrowing issued Letters of Credit hereunder; (each a “B) no Letter of Credit Borrowing”issued hereunder remains outstanding and uncancelled; or (C) in all Persons (other than the amount Seller) have been fully reimbursed for all payments made under or relating to Letters of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Base Rate Advances. Each Lender’s payment to the Agent for the account of the relevant Issuing Lender pursuant to this Section 2.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing (each a “Participation Advance”) from such Lender in satisfaction of its participation obligation under this Section 2.04(c)Credit.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Kelly Services Inc)

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit (including, with respect to the Existing Letter of Credit, on the Effective Date), each Lender LC Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Issuing Lender LC Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such LenderLC Participant’s Ratable Pro Rata Share of the maximum face amount available to be drawn under of such Letter of Credit and the amount of such drawing, respectively. (ib) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the relevant Issuing Lender LC Bank will promptly notify the Borrower Administrator and the Agent thereofSeller of such request. Provided that it shall have received such notice by 10:00 a.m. notice, the Seller shall reimburse (Pittsburghsuch obligation to reimburse the LC Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank prior to 12:00 p.m., Pennsylvania time) time on the each date that an amount is paid by an Issuing Lender the LC Bank under any Letter of Credit (each such date, a “Drawing Date”), the Borrower shall reimburse (such obligation to reimburse the Issuing Lenders shall sometimes be referred to as a “Reimbursement Obligation”) such Issuing Lender by 2:00 p.m. (Pittsburgh, Pennsylvania time) on such date by paying to the Agent for the account of such Issuing Lender in an amount equal to the amount so paid by such Issuing Lender, or if such notice has not been received by the Borrower by 10:00 a.m. (Pittsburgh, Pennsylvania time) on the Drawing Date, then the Borrower shall make such payment, with interest thereon from the Drawing Date at the rate applicable to Base Rate Advances, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on the Business Day immediately following the date on which it shall have received such noticeLC Bank. In the event the Borrower Seller fails to reimburse an Issuing Lender (through the Agent) LC Bank for the full amount of any drawing under any Letter of Credit when due (plusby 12:00 p.m., to Pennsylvania time, on the extent applicable, interest thereon as provided above)Drawing Date, the Agent LC Bank will promptly notify each Lender LC Participant thereof, and the Borrower Seller shall be deemed to have requested that Base Rate Advances a Funded Purchase be made by the Lenders Purchasers in the Purchaser Group for the LC Bank and the LC Participants to be disbursed, if such notice is received on or before 12:00 noon (Pittsburgh, Pennsylvania time) on a Business Day, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on such Business Day and, otherwise, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) disbursed on the next Business Day, subject to, Drawing Date under such Letter of Credit in each case, the amount of the unutilized portion of the Commitments and subject to the conditions set forth in accordance with Section 3.02 other than any notice requirements1.1(b). Any notice given by the Agent or an Issuing Lender LC Bank pursuant to this Section 2.04(c)(i) may be oral if immediately confirmed in writing; provided that the lack of any such an immediate written confirmation shall not affect the conclusiveness or binding effect of such the oral notice. (iic) Each Lender LC Participant shall upon any notice pursuant to Section 2.04(c)(iparagraph (b) above make available to the Agent for the account of the relevant Issuing Lender LC Bank an amount in immediately available funds equal to its Ratable Pro Rata Share of the amount of the drawingdrawing (a “Participation Advance”), whereupon the participating Lenders LC Participants shall (subject to this Section 2.04(c)(ii)) each be deemed to have made a Base Rate Advance to the Borrower Funded Purchase in that amount. If any Lender LC Participant so notified fails to make available to the Agent for the account of the relevant Issuing Lender LC Bank the amount of such LenderLC Participant’s Ratable Pro Rata Share of such amount by no later than 2:00 p.m. p.m., Pennsylvania time on the Drawing Date, then interest shall accrue on such LenderLC Participant’s obligation to make such payment, from the Drawing Date to the date on which such Lender LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Base Rate Advances Capital on and after the fourth day following the Drawing Date. The Agent and the relevant Issuing Lender LC Bank will promptly give notice (as described in Section 2.04(c)(i) above) of the occurrence of the Drawing Date, but failure of the Agent or any Issuing Lender LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any Lender LC Participant to effect such payment on such date shall not relieve such Lender LC Participant from its obligation under this Section 2.04(c)(ii). paragraph (iii) With respect to any unreimbursed drawing that is not converted into a Base Rate Advance to the Borrower in whole or in part as contemplated by Section 2.04(c)(ic), because 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 a drawing. Each LC Participant’s Commitment shall continue until the last to occur of any of the Borrower’s failure following events: (A) the LC Bank ceases to satisfy the conditions set forth in Section 3.02 other than any notice requirements, be obligated to issue or for any other reason, the Borrower shall cause to be deemed to have incurred from the relevant Issuing Lender a borrowing issued Letters of Credit hereunder; (each a “B) no Letter of Credit Borrowing”issued hereunder remains outstanding and uncancelled or (C) in all Persons (other than the amount Seller) have been fully reimbursed for all payments made under or relating to Letters of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Base Rate Advances. Each Lender’s payment to the Agent for the account of the relevant Issuing Lender pursuant to this Section 2.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing (each a “Participation Advance”) from such Lender in satisfaction of its participation obligation under this Section 2.04(c)Credit.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Alpha Natural Resources, Inc.)

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit (including, with respect to the Existing Letter of Credit, on the Effective Date), each Lender LC Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Issuing Lender LC Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such LenderLC Participant’s Ratable Adjusted Pro Rata Share of the maximum face amount available to be drawn under of such Letter of Credit and the amount of such drawing, respectively. (ib) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the relevant Issuing Lender LC Bank will promptly notify the Borrower Administrator and the Agent thereofSeller of such request. Provided that it shall have received such notice by 10:00 a.m. notice, the Seller shall reimburse (Pittsburghsuch obligation to reimburse the LC Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank prior to 12:00 p.m., Pennsylvania time) time on the each date that an amount is paid by an Issuing Lender the LC Bank under any Letter of Credit (each such date, a “Drawing Date”), the Borrower shall reimburse (such obligation to reimburse the Issuing Lenders shall sometimes be referred to as a “Reimbursement Obligation”) such Issuing Lender by 2:00 p.m. (Pittsburgh, Pennsylvania time) on such date by paying to the Agent for the account of such Issuing Lender in an amount equal to the amount so paid by such Issuing Lender, or if such notice has not been received by the Borrower by 10:00 a.m. (Pittsburgh, Pennsylvania time) on the Drawing Date, then the Borrower shall make such payment, with interest thereon from the Drawing Date at the rate applicable to Base Rate Advances, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on the Business Day immediately following the date on which it shall have received such noticeLC Bank. In the event the Borrower Seller fails to reimburse an Issuing Lender (through the Agent) LC Bank for the full amount of any drawing under any Letter of Credit when due (plusby 12:00 p.m., to Pennsylvania time, on the extent applicable, interest thereon as provided above)Drawing Date, the Agent LC Bank will promptly notify each Lender LC Participant thereof, and the Borrower Seller shall be deemed to have requested that Base Rate Advances a Funded Purchase be made by the Lenders Purchasers in the Purchaser Group for the LC Bank and the LC Participants to be disbursed, if such notice is received on or before 12:00 noon (Pittsburgh, Pennsylvania time) on a Business Day, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on such Business Day and, otherwise, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) disbursed on the next Business Day, subject to, Drawing Date under such Letter of Credit in each case, the amount of the unutilized portion of the Commitments and subject to the conditions set forth in accordance with Section 3.02 other than any notice requirements1.1(b). Any notice given by the Agent or an Issuing Lender LC Bank pursuant to this Section 2.04(c)(i1.15(b) may be oral if immediately confirmed in writing; provided that the lack of any such an immediate written confirmation shall not affect the conclusiveness or binding effect of such the oral notice. (iic) Each Lender LC Participant shall upon any notice pursuant to Section 2.04(c)(i1.15(b) above make available to the Agent for the account of the relevant Issuing Lender LC Bank an amount in immediately available funds equal to its Ratable Adjusted Pro Rata Share of the amount of the drawing, whereupon the participating Lenders shall (subject to this Section 2.04(c)(ii)) each be deemed to have made a Base Rate Advance to the Borrower in that amount. If any Lender LC Participant so notified fails to make available to the Agent for the account of the relevant Issuing Lender LC Bank the amount of such LenderLC Participant’s Ratable Adjusted Pro Rata Share of such amount by no later than 2:00 p.m. p.m., Pennsylvania time on the Drawing Date, then interest shall accrue on such LenderLC Participant’s obligation to make such payment, from the Drawing Date to the date on which such Lender LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Base Rate Advances Capital on and after the fourth day following the Drawing Date. The Agent and the relevant Issuing Lender LC Bank will promptly give notice (as described in Section 2.04(c)(i) above) of the occurrence of the Drawing Date, but failure of the Agent or any Issuing Lender LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any Lender LC Participant to effect such payment on such date shall not relieve such Lender LC Participant from its obligation under this Section 2.04(c)(ii1.15(c). ; provided that such LC Participant shall not be obligated to pay interest as provided in clauses (iiii) With respect 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 unreimbursed drawing that is not converted into a Base Rate Advance to the Borrower in whole or in part as contemplated by Section 2.04(c)(i), because of the Borrower’s failure following events: (A) the LC Bank ceases to satisfy the conditions set forth in Section 3.02 other than any notice requirements, be obligated to issue or for any other reason, the Borrower shall cause to be deemed to have incurred from the relevant Issuing Lender a borrowing issued Letters of Credit hereunder; (each a “B) no Letter of Credit Borrowing”issued hereunder remains outstanding and uncancelled; or (C) in all Persons (other than the amount Seller) have been fully reimbursed for all payments made under or relating to Letters of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Base Rate Advances. Each Lender’s payment to the Agent for the account of the relevant Issuing Lender pursuant to this Section 2.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing (each a “Participation Advance”) from such Lender in satisfaction of its participation obligation under this Section 2.04(c)Credit.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Kelly Services Inc)

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit (including, with respect to the Existing Letter of Credit, on the Effective Date), each Lender LC Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Issuing Lender LC Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such LenderLC Participant’s Ratable Adjusted Pro Rata Share of the maximum face amount available to be drawn under of such Letter of Credit and the amount of such drawing, respectively. (ib) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the relevant Issuing Lender LC Bank will promptly notify the Borrower Administrator and the Agent thereofSeller of such request. Provided that it shall have received such notice by 10:00 a.m. notice, the Seller shall reimburse (Pittsburghsuch obligation to reimburse the LC Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank prior to 12:00 p.m., Pennsylvania time) time on the each date that an amount is paid by an Issuing Lender the LC Bank under any Letter of Credit (each such date, a “Drawing Date”), the Borrower shall reimburse (such obligation to reimburse the Issuing Lenders shall sometimes be referred to as a “Reimbursement Obligation”) such Issuing Lender by 2:00 p.m. (Pittsburgh, Pennsylvania time) on such date by paying to the Agent for the account of such Issuing Lender in an amount equal to the amount so paid by such Issuing Lender, or if such notice has not been received by the Borrower by 10:00 a.m. (Pittsburgh, Pennsylvania time) on the Drawing Date, then the Borrower shall make such payment, with interest thereon from the Drawing Date at the rate applicable to Base Rate Advances, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on the Business Day immediately following the date on which it shall have received such noticeLC Bank. In the event the Borrower Seller fails to reimburse an Issuing Lender (through the Agent) LC Bank for the full amount of any drawing under any Letter of Credit when due (plusby 12:00 p.m., to Pennsylvania time, on the extent applicable, interest thereon as provided above)Drawing Date, the Agent LC Bank will promptly notify each Lender LC Participant thereof, and the Borrower Seller shall be deemed to have requested that Base Rate Advances a Funded Purchase be made by the Lenders Purchasers in the Purchaser Group for the LC Bank and the LC Participants to be disbursed, if such notice is received on or before 12:00 noon (Pittsburgh, Pennsylvania time) on a Business Day, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) on such Business Day and, otherwise, not later than 2:00 p.m. (Pittsburgh, Pennsylvania time) disbursed on the next Business Day, subject to, Drawing Date under such Letter of Credit in each case, the amount of the unutilized portion of the Commitments and subject to the conditions set forth in accordance with Section 3.02 other than any notice requirements1.1(b). Any notice given by the Agent or an Issuing Lender LC Bank pursuant to this Section 2.04(c)(i1.15(b) may be oral if immediately confirmed in writing; provided that the lack of any such an immediate written confirmation shall not affect the conclusiveness or binding effect of such the oral notice. (iic) Each Lender LC Participant shall upon any notice pursuant to Section 2.04(c)(i1.15(b) above make available to the Agent for the account of the relevant Issuing Lender LC Bank an amount in immediately available funds equal to its Ratable Adjusted Pro Rata Share of the amount of the drawing, whereupon the participating Lenders shall (subject to this Section 2.04(c)(ii)) each be deemed to have made a Base Rate Advance to the Borrower in that amount. If any Lender LC Participant so notified fails to make available to the Agent for the account of the relevant Issuing Lender LC Bank the amount of such LenderLC Participant’s Ratable Adjusted Pro Rata Share of such amount by no later than 2:00 p.m. p.m., Pennsylvania time on the Drawing Date, then interest shall accrue on such LenderLC Participant’s obligation to make such payment, from the Drawing Date to the date on which such Lender LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Base Rate Advances on and after the fourth day following the Drawing Date. The Agent and the relevant Issuing Lender will promptly give notice (as described in Section 2.04(c)(i) above) of the occurrence of the Drawing Date, but failure of the Agent or any Issuing Lender 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 Section 2.04(c)(ii). (iii) With respect to any unreimbursed drawing that is not converted into a Base Rate Advance to the Borrower in whole or in part as contemplated by Section 2.04(c)(i), because of the Borrower’s failure to satisfy the conditions set forth in Section 3.02 other than any notice requirements, or for any other reason, the Borrower shall be deemed to have incurred from the relevant Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Base Rate Advances. Each Lender’s payment to the Agent for the account of the relevant Issuing Lender pursuant to this Section 2.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing (each a “Participation Advance”) from such Lender in satisfaction of its participation obligation under this Section 2.04(c).the

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Samples: Receivables Purchase Agreement (Kelly Services Inc)