Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Advance, which shall bear interest at the Reference Rate, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent shall promptly notify each Lender thereof. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make available to the Administrative Agent for the account of the Issuing Bank the amount of such Revolving Credit Advance (or such participation), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.
Appears in 1 contract
Samples: Credit Agreement (Sunterra Corp)
Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an a Revolving Credit Advance, which shall bear interest at the Reference RateBase Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by 9:00 a.m.12:00 noon (Dallas, Los Angeles, California Texas time, ) on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent Agent, which shall promptly notify each Lender thereofother Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or ifor, if as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) hereof by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference RateBase Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the amount of such Revolving Credit Advance (or such participation)Advance. In the event that any Lender fails to make available to the Administrative Agent for the account of the Issuing Bank the amount of such Revolving Credit Advance (or such participation)Advance, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.
Appears in 1 contract
Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an a Letter of Credit Advance, which shall bear interest at the Reference Ratebe a Prime Rate Advance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof)draft. --------- In the event that a drawing under any Letter of Credit is not reimbursed Upon written demand by the Borrower by 9:00 a.m.Issuing Bank, Los Angeleswith a copy of such demand to the Administrative Agent, California timeeach Lender shall purchase from the Issuing Bank, on the first Business Day after such drawing, and the Issuing Bank shall promptly notify Administrative Agent thereof sell and the Administrative Agent shall promptly notify assign to each Lender thereof. Each such Lender shallLender, on the first Business Day following such notification, make a Revolving Lender's Pro Rata Share of such outstanding Letter of Credit Advance (or ifas of the date of such purchase, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available for the account of its Applicable Lending Office to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at to the Administrative Agent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. Each Borrower hereby agrees to each such sale and assignment. Each Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day 33 28 on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Revolving Letter of Credit Advance (or such participation). In the event that any Lender fails to make available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Revolving the Letter of Credit Advance (or such participation), made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.
Appears in 1 contract
Samples: Credit Agreement (Paxar Corp)
Drawing and Reimbursement. The (i) Each payment by the an Issuing Bank of a draft ------------------------- drawn included in Drawing Documents presented to it under any a Letter of Credit shall constitute be a Revolving Credit Advance made by it (or, if an Event of Default under Section 6.01(f) has occurred, shall be treated for all purposes hereof as though it were a Revolving Credit Advance made by it) and is referred to herein as a "Letter of this Agreement the making by the Credit Advance".
(ii) Each Issuing Bank shall give to the Borrower and the Agent a notice of its receipt of Drawing Documents and a further notice (an Advance, which shall bear interest at the Reference Rate, in "Issuing Bank's Notice") promptly after such Issuing Bank determines to make a Letter of Credit Advance of (A) the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed by Advance and (B) the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawing, (the "Letter of Credit Advance Date") on which the Issuing Bank shall promptly notify Administrative will make such Letter of Credit Advance. Upon receipt by the Agent thereof and of an Issuing Bank's Notice, the Administrative Agent shall promptly notify give to the Lenders a notice (an "Agent's Notice") specifying (w) the Letter of Credit Advance Date on which the Lenders shall purchase their respective Pro Rata Shares of such Letter of Credit Advance as provided below, (x) in accordance with clauses (iii) and (iv) below, whether such Letter of Credit Advance shall constitute a Eurodollar Rate Advance or a Base Rate Advance (or, if an Event of Default under Section 6.01(f) has occurred, shall be treated for all purposes hereof as though it were a Eurodollar Rate Advance or a Base Rate Advance) and, if a Eurodollar Rate Advance, the Interest Period therefor and (y) the amount specified in such Issuing Bank's Notice as the amount of such Letter of Credit Advance. Each Lender shall purchase from such Issuing Bank such Lender's Pro Rata Share of such Letter of Credit Advance as of such Letter of Credit Advance Date by making available for the account of its Applicable Lending Office to the Agent for the account of such Issuing Bank, by deposit to the Agent's Account, in same day funds, an amount equal to such Lenders' Pro Rata Share of the amount of such Letter of Credit Advance, and such Issuing Bank shall be deemed to have sold and assigned to each Lender thereofsuch Lender's Pro Rata Share of such Letter of Credit Advance as of such Letter of Credit Advance Date. Promptly after receipt of such funds, the Agent shall transfer them to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. The Agent shall record each such sale and assignment in the Register. Each Lender agrees to pay for its Pro Rata Share of a Letter of Credit Advance on the related Letter of Credit Advance Date; provided that if an Agent's Notice specifies that such payment is to be made on the date such Agent's Notice is given and such Agent's Notice is given after 11:00 A.M. (New York City time) on such date, each Lender shall, shall make such payment by 10:00 A.M. (New York City time) on the first Business Day following such notification, make a Revolving Letter of Credit Advance (or if, as Date. Upon any such assignment by an Issuing Bank to any Lender of a result portion of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Letter of Credit Advance, each such Issuing Bank represents and warrants to such other Lender shall fund its participation purchased pursuant to Section 2.15(a) that such Issuing Bank is the legal and beneficial owner of such interest being assigned by making --------------- such amount available to the Administrative Agent)it, which shall bear interest at the Reference Ratefree and clear of any liens, but makes no other representation or warranty and shall be used to repay the applicable portion of the Issuing Bank's Advance assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or the Borrower. If and to the extent that any Lender shall not have so made its Pro Rata Share of the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make Letter of Credit Advance available to the --------- Administrative Agent on such Letter of Credit Advance Date, such Lender agrees to pay to the Agent forthwith on demand and for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make available to the Administrative Agent for the account of the Issuing Bank the amount of such Revolving Credit Advance (or such participation), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal thereon, for each day from such Letter of Credit Advance Date until the date such amount is paid to the lesser of (i) the Highest Lawful Rate or (ii) Agent, at the Federal Funds Rate.
Appears in 1 contract
Samples: Credit Agreement (Mirant Corp)
Drawing and Reimbursement. (i) The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Letter of Credit Loan.
(ii) Upon written demand by the Issuing Bank of an Advance, which shall bear interest at the Reference Rate, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent shall promptly notify each Lender thereof. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to who issued such Letter of Credit, in an amount equal with a copy of such demand to the amount of its participation in Administrative Agent, each other Lender shall purchase from such drawing for application to reimburse the Issuing Bank, and such Issuing Bank (but without any requirement for compliance with shall sell and assign to each such other Lender, such other Lender’s pro rata share of such outstanding Letter of Credit Loan as of the applicable conditions set forth in Article 3 hereof) and shall make date of such purchase, by making available to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make available its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Issuing Bank Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance Loan to be purchased by such Lender (or, in the case of a Letter of Credit Loan denominated in Sterling, Swiss Francs or Euro, the Dollar Equivalent thereof on such participationdate). The Company (for itself and on behalf of each other account party) hereby agrees to each such sale and assignment.
(iii) Each Lender’s obligations to make such payments to the Administrative Agent for account of any Issuing Bank under this paragraph (b), and each MARRIOTT CREDIT AGREEMENT Issuing Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Lender to make its payment under this paragraph (b), the financial condition of the Company (or any other account party), the existence of any Default, the failure of any of the conditions set forth in Article IV to be satisfied, or the termination of the Commitments; provided, that no Lender shall be obligated to make such payments in respect of any Letter of Credit after such Lender’s scheduled Termination Date. Each such payment to an Issuing Bank shall be entitled made without any offset, abatement, withholding or reduction whatsoever.
(iv) Each Lender agrees to recover such amount purchase its pro rata share of an outstanding Letter of Credit Loan on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate Business Day on which demand therefor is made by an Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time.
(v) Upon any such assignment by an Issuing Bank to any other Lender of a portion of a Letter of Credit Loan, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Loan, the Loan Documents or any party hereto.
(vi) If and to the extent that any Lender shall not have so made the amount of such Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by an Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate.
(vii) If such Lender shall pay to the Administrative Agent such amount for the account of an Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Loan made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Loan made by such Issuing Bank shall be reduced by such amount on such Business Day.
Appears in 1 contract
Drawing and Reimbursement. The (i) Upon any drawing under any Letter of Credit, the Issuing Bank shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 A.M. (San Francisco, California time) on the date of any payment by the Issuing Bank of under a draft ------------------------- drawn under any Letter of Credit (each such date, an "HONOR DATE"), the Borrower shall constitute for all purposes of this Agreement the making by reimburse the Issuing Bank of an Advance, which shall bear interest at the Reference Rate, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof and through the Administrative Agent shall promptly notify each Lender thereof. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate). If the Borrower fails to so reimburse the Issuing Bank by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (but without any requirement for compliance with the "UNREIMBURSED AMOUNT"), and such Lender's Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Advance of Base Rate Loans in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.01(c) for the principal amount of Base Rate Loans, but subject to the amount of the Aggregate Unused Revolving Credit Commitments and the conditions set forth in Article 3 hereofSection 3.02 (other than the delivery of a Notice of Borrowing). Any notice given by the Issuing Bank or the Administrative Agent pursuant to this Section 2.03(c)(i) and may be given by telephone 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 Revolving Credit Lender (including the Revolving Credit Lender acting as Issuing Bank) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the --------- Administrative Agent in Dollars for the account of the Issuing Bank, by deposit Bank at the Administrative Agent's officeAccount in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 P.M. (San Francisco, California time) on the Business Day specified in same day fundssuch notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Revolving Credit Advance to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Issuing Bank.
(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Advance because the conditions set forth in Section 3.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Issuing Bank an L/C Borrowing in the amount of such Revolving Credit Advance the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (or such participationtogether with interest) and shall bear interest at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on Eurodollar Rate Advances pursuant to clause (i) of Section 2.07(a). In the event that any Lender fails to make available such event, each Lender's payment to the Administrative Agent for the account of the Issuing Bank the amount pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute a Letter of Credit Advance from such Revolving Credit Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Advance (or such participation), Letter of Credit Advance pursuant to this Section 2.03(c) to reimburse the Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender's Pro Rata Share of such amount shall be entitled solely for the account of the Issuing Bank.
(v) The Obligation of each Revolving Credit Lender to recover such amount on make Revolving Loans or Letter of Credit Advances upon demand from such Lender together with interest thereon at a rate per annum equal by any Issuing Bank therefor pursuant to the lesser of clause (i) of this Section 2.03(c) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the Highest Lawful Rate terms of clause (i) of this Section 2.03(c) under all circumstances, including, without limitation, the following circumstances:
(A) any lack of validity or enforceability of any Loan Document, any Letter of Credit Agreement, any Letter of Credit or any other agreement or instrument relating thereto (iicollectively, the "L/C RELATED Documents");
(B) the Federal Funds Rateexistence of any claim, set-off, defense or other right that such Revolving Credit Lender may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any Issuing Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction;
(C) the occurrence and continuance of any Default or Event of Default; or
(D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Samples: Credit Agreement (Levi Strauss & Co)
Drawing and Reimbursement. The (i) Each payment by the an Issuing Bank of a draft ------------------------- drawn included in Drawing Documents presented to it under any a Letter of Credit shall constitute for all purposes be deemed to be a Revolving Credit Advance made by it and is referred to herein as a "Letter of this Agreement the making by the Credit Advance".
(ii) Each Issuing Bank shall give to the Borrower and the Agent a notice of its receipt of Drawing Documents and a further notice (an Advance, which shall bear interest at the Reference Rate, in "Issuing Bank's Notice") promptly after such Issuing Bank determines to make a Letter of Credit Advance of (A) the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed by Advance and (B) the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawing, (the "Letter of Credit Advance Date") on which the Issuing Bank shall promptly notify Administrative will make such Letter of Credit Advance. Upon receipt by the Agent thereof and of an Issuing Bank's Notice, the Administrative Agent shall promptly notify give to the Lenders a notice (an "Agent's Notice") specifying (w) the Letter of Credit Advance Date on which the Lenders shall purchase their respective Pro Rata Shares of such Letter of Credit Advance as provided below, (x) in accordance with clauses (iii) and (iv) below, whether such Letter of Credit Advance shall constitute a Eurodollar Rate Advance or a Base Rate Advance and, if a Eurodollar Rate Advance, the Interest Period therefor and (y) the amount specified in such Issuing Bank's Notice as the amount of such Letter of Credit Advance. Each Lender shall purchase from such Issuing Bank such Lender's Pro Rata Share of such Letter of Credit Advance as of such Letter of Credit Advance Date by making available for the account of its Applicable Lending Office to the Agent for the account of such Issuing Bank, by deposit to the Agent's Account, in same day funds, an amount equal to such Lenders' Pro Rata Share of the amount of such Letter of Credit Advance, and such Issuing Bank shall be deemed to have sold and assigned to each Lender thereofsuch Lender's Pro Rata Share of such Letter of Credit Advance as of such Letter of Credit Advance Date. Promptly after receipt of such funds, the Agent shall transfer them to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. The Agent shall record each such sale and assignment in the Register. Each Lender agrees to pay for its Pro Rata Share of a Letter of Credit Advance on the related Letter of Credit Advance Date, provided that if an Agent's Notice specifies that such payment is to be made on the date such Agent's Notice is given and such Agent's Notice is given after 11:00 A.M. (New York City time) on such date, each Lender shall, shall make such payment by 10:00 A.M. (New York City time) on the first Business Day following such notification, make a Revolving Letter of Credit Advance (or if, as Date. Upon any such assignment by an Issuing Bank to any Lender of a result portion of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Letter of Credit Advance, each such Issuing Bank represents and warrants to such other Lender shall fund its participation purchased pursuant to Section 2.15(a) that such Issuing Bank is the legal and beneficial owner of such interest being assigned by making --------------- such amount available to the Administrative Agent)it, which shall bear interest at the Reference Ratefree and clear of any liens, but makes no other representation or warranty and shall be used to repay the applicable portion of the Issuing Bank's Advance assumes no responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or the Borrower. If and to the extent that any Lender shall not have so made its Pro Rata Share of the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make Letter of Credit Advance available to the --------- Administrative Agent on such Letter of Credit Advance Date, such Lender agrees to pay to the Agent forthwith on demand and for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make available to the Administrative Agent for the account of the Issuing Bank the amount of such Revolving Credit Advance (or such participation), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal thereon, for each day from such Letter of Credit Advance Date until the date such amount is paid to the lesser of (i) the Highest Lawful Rate or (ii) Agent, at the Federal Funds Rate.
Appears in 1 contract
Samples: Credit Agreement (Mirant Corp)
Drawing and Reimbursement. The payment by Borrower agrees to ------------------------- reimburse the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Advance, which shall bear interest at the Reference Rate, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent shall promptly notify each Lender thereof. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to within one Business Day after it has notice of any L/C Advance by such Issuing Bank thereunder, for the principal amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) L/C Advance, and shall make available pay to the --------- Administrative Agent for the account of the such Issuing Bank, by deposit at on demand, interest on the Administrative Agent's office, in same day funds, the amount unreimbursed principal of such Revolving Credit L/C Advance (or such participation). In the event that any Lender fails to make available to the Administrative Agent for the account of the Issuing Bank the amount of such Revolving Credit Advance (or such participation), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to (a) from the lesser date of such L/C Advance to the first Business Day after notice thereof has been given to the Borrower, the rate applicable to Base Rate Advances in effect from time to time, and (ib) from and after such first Business Day, the Default Rate. If the Borrower shall fail to so reimburse the Issuing Bank within one Business Day after the Borrower receives notice that any such L/C Advance has been made, then upon demand by the Issuing Bank, and whether or not a Default has occurred and is continuing or any conditions set forth in Section 4.02 are satisfied, each Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each Lender, such Lender's Pro Rata Share of such outstanding L/C Advance as of the date of such purchase, by making available for the account of such Issuing Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such L/C Advance to be purchased by such Lender. Each Lender agrees to purchase its Pro Rata Share of an outstanding L/C Advance on (A) the Highest Lawful Rate Business Day on which demand therefor is made by the Issuing Bank which made such L/C Advance, provided notice of such demand is given not later than 12:00 noon (Los Angeles, California time) on such Business Day, or (iiB) the Federal Funds Ratefirst Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any Lender of a portion of an L/C Advance, such Issuing Bank represents and warrants to such Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such L/C Advance, the Loan Documents or any Loan Party.
Appears in 1 contract
Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an a Revolving Credit Advance, which shall bear interest at the Reference RateBase Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by 9:00 a.m.12:00 noon (Dallas, Los Angeles, California Texas time, ) on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent shall promptly notify each Lender thereofother Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or ifor, if as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) hereof by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference RateBase Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Revolving Credit Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the amount of such Revolving Credit Advance (or such participation)Advance. In the event that any Lender fails to make available to the Administrative Agent for the account of the Issuing Bank the amount of such Revolving Credit Advance (or such participation)Advance, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.
Appears in 1 contract
Drawing and Reimbursement. (i) The payment by the Appropriate Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an a Letter of Credit Advance, which shall bear interest at shall
(A) in the Reference Ratecase of payment on a draft drawn under a Letter of Credit denominated in U.S. dollars or Canadian Dollars, be a Base Rate Advance in the amount of such draft draft, and
(but without any requirement for compliance with ii) Upon the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any issuance of each Letter of Credit is not reimbursed for the account of a Multi-Currency Borrower, each Multi-Currency Credit Lender (other than the Multi-Currency Issuing Bank) shall be deemed to have purchased a participation therein equal to its Pro Rata Share of the Available Amount thereof and, upon written demand by the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawing, the Multi-Currency Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent shall promptly notify each Lender thereof. Each following a draw on such Lender shalla Letter of Credit, on the first Business Day following with a copy of such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available demand to the Administrative Agent), which each Multi-Currency Lender (other than the Multi-Currency Issuing Bank) shall bear interest at purchase from the Reference RateMulti-Currency Issuing Bank, directly and not as a participation, and the Multi-Currency Issuing Bank shall be used sell and assign to repay the applicable portion each such other Multi-Currency Lender, such other Lender's Pro Rata Share of the Issuing Bank's Advance with respect to such Letter of CreditCredit Advance resulting from such draw as of the date of such purchase, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make by making available to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make available its Applicable Lending Office to the Administrative Agent for the account of the Multi-Currency Issuing Bank Bank, by deposit to the Administrative Agent's Account, in same-day funds in the currency in which such Letter of Credit was denominated, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be purchased by such Lender.
(or iii) Upon the issuance of each Letter of Credit for the account of the Canadian Subsidiary, each Canadian Subsidiary Lender (other than the Canadian Issuing Bank, if it is then a Canadian Subsidiary Lender) shall be deemed to have purchased a participation therein equal to its Pro Rata Share of the Available Amount thereof and, upon written demand by the Canadian Issuing Bank following a draw on such a Letter of Credit, with a copy of such demand to the Administrative Agent and the Canadian Administrative Agent, each Canadian Subsidiary Lender (other than the Canadian Issuing Bank) shall purchase from the Canadian Issuing Bank, directly and not as a participation, and the Canadian Issuing Bank shall sell and assign to each such other Canadian Subsidiary Lender, such other Lender's Pro Rata Share of the Letter of Credit Advance resulting from such draw as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Canadian Administrative Agent for the account of the Canadian Issuing Bank, by deposit to the Canadian Administrative Agent's Account, in same-day funds in the currency in which such Canadian Subsidiary Letter of Credit was denominated, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Canadian Subsidiary Lender.
(iv) Each Borrower agrees to each participation, sale and assignment pursuant to this subsection (c).
(v) Each Appropriate Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on 66 66
(A) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or
(B) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Appropriate Issuing Bank to any Appropriate Lender of a portion of a Letter of Credit Advance, the Appropriate Issuing Bank shall be entitled deemed to recover have represented and warranted to such Appropriate Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Appropriate Lender shall not have so made the purchase price for its Pro Rata Share of a Letter of Credit Advance available to the Appropriate Agent, such Lender agrees to pay to the Appropriate Agent forthwith on demand such amount on demand from such Lender together with interest thereon at a rate per annum equal thereon, for each day from the date of demand by the Appropriate Issuing Bank until the date such amount is paid to the lesser of (i) the Highest Lawful Rate or (ii) Appropriate Agent, at the Federal Funds Rate, in the case of demands made by the Multi-Currency Issuing Bank, and at the Base Rate (with respect to Canadian Subsidiary Borrowings) in the case of demands made by the Canadian Issuing Bank. If such Lender shall pay to the Appropriate Agent such amount for the account of the Appropriate Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Appropriate Issuing Bank shall be reduced by such amount on such Business Day.
Appears in 1 contract
Samples: Credit Agreement (Agco Corp /De)
Drawing and Reimbursement. (i) The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Letter of Credit Loan.
(ii) Upon written demand by the Issuing Bank of an Advance, which shall bear interest at the Reference Rate, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent shall promptly notify each Lender thereof. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to who issued such Letter of Credit, in an amount equal with a copy of such demand to the amount of its participation in Administrative Agent, each other Lender shall purchase from such drawing for application to reimburse the Issuing Bank, and such Issuing Bank (but without any requirement for compliance with shall sell and assign to each such other Lender, such other Lender’s pro rata share of such outstanding Letter of Credit Loan as of the applicable conditions set forth in Article 3 hereof) and shall make date of such purchase, by making available to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make available its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Issuing Bank Administrative Agent’s Account, in Same Day Funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance Loan to be purchased by such Lender (or or, in the case of a Letter of Credit Loan denominated in an Alternate Currency, the Dollar Equivalent thereof on such participationdate). The Company (for itself and on behalf of each other account party) hereby agrees to each such sale and assignment.
(iii) Each Lender’s obligations to make such payments to the Administrative Agent for the account of any Issuing Bank under this paragraph (b), and each Issuing Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Lender to make its payment under this paragraph (b), the financial condition of the Company (or any other account party), the existence of any Default, the failure of any of the conditions set forth in Article IV to be satisfied, or the termination of the Commitments; provided, that no Lender shall be obligated to make such payments in respect of any Letter of Credit after such Lender’s scheduled Termination Date. Each such payment to an Issuing Bank shall be entitled made without any offset, abatement, withholding or reduction whatsoever.
(iv) Each Lender agrees to recover such amount purchase its pro rata share of an outstanding Letter of Credit Loan on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate Business Day on which demand therefor is made by an Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time.
(v) Upon any such assignment by an Issuing Bank to any other Lender of a portion of a Letter of Credit Loan, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no SECOND AMENDED AND RESTATED CREDIT AGREEMENT responsibility with respect to such Letter of Credit Loan, the Loan Documents or any party hereto.
(vi) If and to the extent that any Lender shall not have so made the amount of such Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by an Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate.
(vii) If such Lender shall pay to the Administrative Agent such amount for the account of an Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Loan made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Loan made by such Issuing Bank shall be reduced by such amount on such Business Day.
Appears in 1 contract
Drawing and Reimbursement. The payment by Borrower agrees to reimburse ------------------------- the Issuing L/C Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Advance, which shall bear interest at the Reference Rate, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent shall promptly notify each Lender thereof. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount within one Business Day after it has notice of its participation in any L/C Advance by such drawing for application to reimburse the Issuing L/C Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Administrative Agent thereunder, for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the principal amount of such Revolving Credit Advance (or L/C Advance, and shall pay to such participation). In L/C Bank, on demand, interest on the event that any Lender fails to make available to the Administrative Agent for the account of the Issuing Bank the amount unreimbursed principal of such Revolving Credit L/C Advance (or such participation), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to (a) from the lesser date of such L/C Advance to the first Business Day after notice thereof has been given to the Borrower, the rate applicable to Base Rate Advances in effect from time to time, and (ib) from and after such first Business Day, the Default Rate. If the Borrower shall fail to so reimburse the L/C Bank within one Business Day after the Borrower receives notice that any such L/C Advance has been made, then upon demand by the L/C Bank, and whether or not a Default has occurred and is continuing or any conditions set forth in Section 4.02 are satisfied, each Lender shall purchase from such L/C Bank, and such L/C Bank shall sell and assign to each Lender, such Lender's Pro Rata Share of such outstanding L/C Advance as of the date of such purchase, by making available for the account of such L/C Bank, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such L/C Advance to be purchased by such Lender. Each Lender agrees to purchase its Pro Rata Share of an outstanding L/C Advance on (A) the Highest Lawful Rate Business Day on which demand therefor is made by the L/C Bank which made such L/C Advance, provided notice of such demand is given not later than 12:00 noon (Los Angeles, California time) on such Business Day, or (iiB) the Federal Funds Ratefirst Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an L/C Bank to any Lender of a portion of an L/C Advance, such L/C Bank represents and warrants to such Lender that such L/C Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such L/C Advance, the Loan Documents or any Loan Party.
Appears in 1 contract
Drawing and Reimbursement. (i) The payment by the Appropriate Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Advancea Letter of Credit Advance to the applicable Borrower, which shall bear interest at (1) in the Reference Ratecase of payment on a draft drawn under a Letter of Credit denominated in U.S. dollars or Canadian Dollars, be a Base Rate Advance in the amount of such draft draft, and (but without 2) in any requirement for compliance other case, be a LIBO Rate Advance that bears interest at the rate per annum equal to the rate per annum at which interest would accrue on a LIBO Rate Advance with an Interest Period of one month beginning on the conditions set forth date of such draw, and be immediately due and payable in Article 3 hereof). --------- In full by the event that a drawing under any applicable Borrower.
(ii) Upon the issuance of each Letter of Credit is not reimbursed for the account of a Multi-Currency Borrower, each Multi-Currency Lender (other than the Multi-Currency Issuing Bank) shall be deemed to have purchased a participation therein equal to its Pro Rata Share of the Available Amount thereof and, upon written demand by the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawing, the Multi-Currency Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent shall promptly notify each Lender thereof. Each following a draw on such Lender shalla Letter of Credit, on the first Business Day following with a copy of such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available demand to the Administrative Agent), which each Multi-Currency Lender (other than the Multi-Currency Issuing Bank) shall bear interest at purchase from the Reference RateMulti-Currency Issuing Bank, directly and not as a participation, and the Multi-Currency Issuing Bank shall be used sell and assign to repay the applicable portion each such other Multi-Currency Lender, such other Lender's Pro Rata Share of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal Credit Advance resulting from such draw as of the date of such purchase to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with extent not previously repaid by the applicable conditions set forth in Article 3 hereof) and shall make Borrower, by making available to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make available its Applicable Lending Office to the Administrative Agent for the account of the Multi-Currency Issuing Bank Bank, by deposit to the Administrative Agent's Account, in same-day funds in the currency in which such Letter of Credit was denominated, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be purchased by such Lender.
(iii) Upon the issuance of each Letter of Credit for the account of the Canadian Subsidiary, each Canadian Facility Lender (other than the Canadian Issuing Bank, if it is then a Canadian Facility Lender) shall be deemed to have purchased a participation therein equal to its Pro Rata Share of the Available Amount thereof and, upon written demand by the Canadian Issuing Bank following a draw on such a Letter of Credit, with a copy of such demand to the Administrative Agent and the Canadian Administrative Agent, each Canadian Facility Lender (other than the Canadian Issuing Bank) shall purchase from the Canadian Issuing Bank, directly and not as a participation, and the Canadian Issuing Bank shall sell and assign to each such other Canadian Facility Lender, such other Lender's Pro Rata Share of the Letter of Credit Advance resulting from such draw as of the date of such purchase to the extent not previously repaid by the applicable Borrower, by making available for the account of its Applicable Lending Office to the Canadian Administrative Agent for the account of the Canadian Issuing Bank, by deposit to the Canadian Administrative Agent's Account, in same-day funds in the currency in which such Canadian Subsidiary Letter of Credit was denominated, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Canadian Facility Lender.
(iv) Each Borrower agrees to each participation, sale and assignment pursuant to this subsection (c).
(v) Each Appropriate Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (1) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (2) the first Business Day next succeeding such participation)demand if notice of such demand is given after such time. Upon any such assignment by the Appropriate Issuing Bank to any Appropriate Lender of a portion of a Letter of Credit Advance, the Appropriate Issuing Bank shall be entitled deemed to recover have represented and warranted to such Appropriate Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Appropriate Lender shall not have so made the purchase price for its Pro Rata Share of a Letter of Credit Advance available to the Appropriate Agent, such Lender agrees to pay to the Appropriate Agent forthwith on demand such amount on demand from such Lender together with interest thereon at a rate per annum equal thereon, for each day from the date of demand by the Appropriate Issuing Bank until the date such amount is paid to the lesser of (i) the Highest Lawful Rate or (ii) Appropriate Agent, at the Federal Funds Rate, in the case of demands made by the Multi-Currency Issuing Bank, and at the Base Rate (with respect to Canadian Facility Borrowings) in the case of demands made by the Canadian Issuing Bank. If such Lender shall pay to the Appropriate Agent such amount for the account of the Appropriate Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Appropriate Issuing Bank shall be reduced by such amount on such Business Day.
Appears in 1 contract
Samples: Credit Agreement (Agco Corp /De)
Drawing and Reimbursement. (i) The payment by the Short Term L/C Series A Issuing Bank of a draft ------------------------- drawn draw under any the Short Term Series A Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an a Short Term Series A Letter of Credit Advance, which shall bear interest at the Reference Rateinitially be a Base Rate Advance, in the amount of such draft (but without any requirement for compliance with payment. Upon written demand by such Issuing Bank to the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed Administrative Agent, which shall immediately present such demand to all Short Term L/C Series A Funding Lenders, each Short Term L/C Series A Funding Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Short Term L/C Series A Funding Lender, such Short Term L/C Series A Funding Lender's Pro Rata Share of such outstanding Short Term Series A Letter of Credit Advance (after deducting the amount of principal thereof to be prepaid pursuant to Section 2.04(c)) as of the date of such purchase, by making available for the account of its Lending Office to the Letter of Credit Administrative Agent for the account of such Issuing Bank in accordance with Section 2.02(a)(viii), by deposit to the Agent's Account, in same day funds, an amount equal to such Pro Rata Share of the outstanding principal amount of such Short Term Series A Letter of Credit Advance to be purchased by such Short Term L/C Series A Funding Lender, together with all accrued interest on the principal amount so purchased. Upon receipt thereof, the Letter of Credit Administrative Agent shall transfer such funds to such Issuing Bank.
(ii) The payment by the Borrower Short Term L/C Series B Issuing Bank of a draw under the Short Term Series B Letter of Credit shall constitute for all purposes of this Agreement the making by 9:00 a.m.such Issuing Bank of a Short Term Series B Letter of Credit Advance, Los Angeleswhich shall initially be a Base Rate Advance, California timein the amount of such payment. Upon written demand by such Issuing Bank to the Letter of Credit Administrative Agent, which shall immediately present such demand to all Short Term L/C Series B Funding Lenders, each Short Term L/C Series B Funding Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Short Term L/C Series B Funding Lender, such Short Term L/C Series B Funding Lender's Pro Rata Share of such outstanding Short Term Series B Letter of Credit Advance (after deducting the amount of principal thereof to be prepaid pursuant to Section 2.04(c)) as of the date of such purchase, by making available for the account of its Lending Office to the Letter of Credit Administrative Agent for the account of such Issuing Bank in accordance with Section 2.02(a)(viii), by deposit to the Agent's Account, in same day funds, an amount equal to such Pro Rata Share of the outstanding principal amount of such Short Term Series B Letter of Credit Advance to be purchased by such Short Term L/C Series B Funding Lender, together with all accrued interest on the principal amount so purchased. Upon receipt thereof, the Letter of Credit Administrative Agent shall transfer such funds to such Issuing Bank.
(iii) The payment by each Short Term L/C Series C Issuing Bank of a draw under the Short Term Series C Letter of Credit issued by it shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Short Term Series C Letter of Credit Advance, which shall initially be a Base Rate Advance, in the amount of such payment. Upon written demand by such Issuing Bank to the Letter of Credit Administrative Agent, which shall immediately present such demand to all Short Term L/C Series C Funding Lenders, each Short Term L/C Series C Funding Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Short Term L/C Series C Funding Lender, such Short Term L/C Series C Funding Lender's Pro Rata Share of such outstanding Short Term Series C Letter of Credit Advance (after deducting the amount of principal thereof to be prepaid pursuant to Section 2.04(c)) as of the date of such purchase, by making available for the account of its Lending Office to the Letter of Credit Administrative Agent for the account of such Issuing Bank in accordance with Section 2.02(a)(viii), by deposit to the Agent's Account, in same day funds, an amount equal to such Pro Rata Share of the outstanding principal amount of such Short Term Series C Letter of Credit Advance to be purchased by such Short Term L/C Series C Funding Lender, together with all accrued interest on the principal amount so purchased. Upon receipt thereof, the Letter of Credit Administrative Agent shall transfer such funds to such Issuing Bank.
(iv) The payment by each Long Term L/C Series A Issuing Bank of a draw under the Long Term Series A Letter of Credit issued by it shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Long Term Series A Letter of Credit Advance, which shall initially be a Base Rate Advance, in the amount of such payment. In the case of any Long Term Series A Letter of Credit Advance made by Deutsche Bank, upon written demand by such Issuing Bank to the Letter of Credit Administrative Agent, which shall immediately present such demand to all Long Term L/C Series A Funding Lenders, each Long Term L/C Series A Funding Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Long Term L/C Series A Funding Lender, such Long Term L/C Series A Funding Lender's Pro Rata Share of such outstanding Long Term Series A Letter of Credit Advance (after deducting the amount of principal thereof to be prepaid pursuant to Section 2.04(c)) as of the date of such purchase, by making available for the account of its Lending Office to the Letter of Credit Administrative Agent for the account of such Issuing Bank in accordance with Section 2.02(a)(viii), by deposit to the Agent's Account, in same day funds, an amount equal to such Pro Rata Share of the outstanding principal amount of such Long Term Series A Letter of Credit Advance to be purchased by such Long Term L/C Series A Funding Lender, together with all accrued interest on the principal amount so purchased. Upon receipt thereof, the Letter of Credit Administrative Agent shall transfer such funds to such Issuing Bank.
(v) The payment by each Long Term L/C Series B Issuing Bank of a draw under the Long Term Series B Letter of Credit issued by it shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Long Term Series B Letter of Credit Advance, which shall initially be a Base Rate Advance, in the amount of such payment. In the case of any Long Term Series B Letter of Credit Advance made by Deutsche Bank, upon written demand by such Issuing Bank, addressed to all Short Term L/C Series B Funding Lenders to the Letter of Credit Administrative Agent, which shall immediately present such demand to all Long Term L/C Series B Funding Lenders, each Long Term L/C Series B Funding Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Long Term L/C Series B Funding Lender, such Long Term L/C Series B Funding Lender's Pro Rata Share of such outstanding Long Term Series B Letter of Credit Advance (after deducting the amount of principal thereof to be prepaid pursuant to Section 2.04(c)) as of the date of such purchase, by making available for the account of its Lending Office to the Letter of Credit Administrative Agent for the account of such Issuing Bank within in accordance with Section 2.02(a)(viii), by deposit to the Agent's Account, in same day funds, an amount equal to such Pro Rata Share of the outstanding principal amount of such Long Term Series B Letter of Credit Advance to be purchased by such Long Term L/C Series B Funding Lender, together with all accrued interest on the principal amount so purchased. Upon receipt thereof, the Letter of Credit Administrative Agent shall transfer such funds to such Issuing Bank.
(vi) The payment by each Long Term L/C Series C Issuing Bank of a draw under the Long Term Series C Letter of Credit issued by it shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Long Term Series C Letter of Credit Advance, which shall initially be a Base Rate Advance, in the amount of such payment. Upon written demand by such Issuing Bank to the Letter of Credit Administrative Agent, which shall immediately present such demand to all Long Term L/C Funding Lenders, each Long Term L/C Series C Funding Lender shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Long Term L/C Series C Funding Lender, such Long Term L/C Series C Funding Lender's Pro Rata Share of such outstanding Long Term Series C Letter of Credit Advance (after deducting the amount of principal thereof to be prepaid pursuant to Section 2.04(c)) as of the date of such purchase, by making available for the account of its Lending Office to the Letter of Credit Administrative Agent for the account of such Issuing Bank in accordance with Section 2.02(a)(viii), by deposit to the Agent's Account, in same day funds, an amount equal to such Pro Rata Share of the outstanding principal amount of such Long Term Series C Letter of Credit Advance to be purchased by such Long Term L/C Series C Funding Lender, together with all accrued interest on the principal amount so purchased. Upon receipt thereof, the Letter of Credit Administrative Agent shall transfer such funds to such Issuing Bank.
(vii) The payment by the Long Term L/C Series D Issuing Bank of a draw under the Long Term Series D Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Long Term Series D Letter of Credit Advance, which shall initially be a Base Rate Advance, in the amount of such payment.
(viii) The Company hereby agrees to each sale and assignment made pursuant to this Section 2.02(a). Each L/C Funding Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance hereunder on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Letter of Credit Advance, provided that notice of such demand shall have been given in accordance with the terms hereof and shall have been received not later than 11:00 A.M. (local time in the place where such L/C Funding Lender's Lending Office is located) on such Business Day, or (ii) the first Business Day next succeeding the date of such demand if notice of such demand is given after such drawingtime. Upon each assignment by an Issuing Bank to any L/C Funding Lender of a portion of a Letter of Credit Advance, the such Issuing Bank shall promptly notify Administrative Agent thereof be deemed to represent and warrant to such other Lender that such Issuing Bank is the Administrative Agent shall promptly notify each Lender thereof. Each legal and beneficial owner of such Lender shallinterest being assigned by it, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result free and clear of any Debtor Relief Lawliens, the Lenders are prohibited from making a Revolving Credit Advance, each Lender but shall fund its participation purchased pursuant not be deemed to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, make any other representation or warranty and shall be used to repay the applicable portion of the Issuing Bank's Advance not assume any responsibility with respect to such Letter of CreditCredit Advance, in an amount equal the Loan Documents or the Company. In the event that, as of the fourth Business Day after the date of any Letter of Credit Advance made by any Issuing Bank, the prepayment required to the amount be made pursuant to Section 2.04(c) has failed to occur for any reason, each L/C Funding Lender required to purchase a Pro Rata Share of its participation in such drawing for application to reimburse Letter of Credit Advance shall, upon notice of such failure given by the Issuing Bank (but without any requirement for compliance with and the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Letter of Credit Administrative Agent as provided for the account in Sections 2.02(a)(i) through (vi), immediately purchase its Pro Rata Share of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the amount of such Revolving Letter of Credit Advance (or such participation). In the event that any Lender fails previously disregarded pursuant to make available to the Administrative Agent for the account this Section 2.02(a) in respect of the Issuing Bank the prepayment amount of such Revolving Credit Advance (or such participationanticipated to be paid pursuant to Section 2.04(c), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.
Appears in 1 contract
Samples: Letter of Credit Issuance and Reimbursement Agreement (Perez Companc Sa)
Drawing and Reimbursement. The payment by Borrower agrees to reimburse the Issuing L/C Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Advance, which shall bear interest at the Reference Rate, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent shall promptly notify each Lender thereof. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount within one Business Day after it has notice of its participation in any L/C Advance by such drawing for application to reimburse the Issuing L/C Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Administrative Agent thereunder, for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the principal amount of such Revolving Credit Advance (or L/C Advance, and shall pay to such participation). In L/C Bank, on demand, interest on the event that any Lender fails to make available to the Administrative Agent for the account of the Issuing Bank the amount unreimbursed principal of such Revolving Credit L/C Advance (or such participation), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to (a) from the lesser date of such L/C Advance to the first Business Day after notice thereof has been given to the Borrower, the rate applicable to Base Rate Advances in effect from time to time, and (ib) from and after such first Business Day, the Default Rate. If the Borrower shall fail to so reimburse the L/C Bank within one Business Day after the Borrower receives notice that any such L/C Advance has been made, then upon demand by the L/C Bank, and whether or not a Default has occurred and is continuing or any conditions set forth in Section 4.02 are satisfied, each Lender shall purchase from such L/C Bank, and such L/C Bank shall sell and assign to each Lender, such Lender’s Pro Rata Share of such outstanding L/C Advance as of the date of such purchase, by making available for the account of such L/C Bank, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such L/C Advance to be purchased by such Lender. Each Lender agrees to purchase its Pro Rata Share of an outstanding L/C Advance on (A) the Highest Lawful Rate Business Day on which demand therefor is made by the L/C Bank which made such L/C Advance, provided notice of such demand is given not later than 12:00 noon (Los Angeles, California time) on such Business Day, or (iiB) the Federal Funds Ratefirst Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an L/C Bank to any Lender of a portion of an L/C Advance, such L/C Bank represents and warrants to such Lender that such L/C Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such L/C Advance, the Loan Documents or any Loan Party.
Appears in 1 contract
Drawing and Reimbursement. (i) The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an a Letter of Credit Advance, which shall bear interest at the Reference Ratebe a Base Rate Advance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof)draft. --------- In the event that a drawing under any Letter of Credit is not reimbursed Upon demand by the Borrower by 9:00 a.m.Issuing Bank, Los Angeleswith a copy of such demand to the Administrative Agent, California timeeach of the Revolving Credit Lenders shall purchase from the Issuing Bank, on the first Business Day after such drawing, and the Issuing Bank shall promptly notify Administrative Agent thereof sell and assign to each of the Administrative Agent shall promptly notify each Lender thereof. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or ifLenders, as a result of any Debtor Relief Law, the Lenders are prohibited from making a such Revolving Credit Advance, Lender's Pro Rata Share of each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such outstanding Letter of Credit, in an amount equal Credit Advances owing to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement as of the date of such demand, by making available for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available account of its Applicable Lending Office to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at the Administrative Agent's officeAccount, in same day funds, an amount equal to its Pro Rata Share of each such outstanding Letter of Credit Advance. Promptly after receipt of such funds, the amount Administrative Agent shall transfer such funds to the Issuing Bank at its Applicable Lending Office. Each of the Revolving Credit Lenders hereby agrees to purchase its Pro Rata Share of each outstanding Letter of Credit Advance owing to the Issuing Bank for which a demand for the purchase thereof has been made on (A) the Business Day on which demand therefor is made by the Issuing Bank so long as notice of such demand is given not later than 2:00 P.M. (Charlotte, North Carolina time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Issuing Bank to any of the Revolving Credit Lenders of a portion of a Letter of Credit Advance owing to the Issuing Bank, the Issuing Bank represents and warrants to such Revolving Credit Advance (Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any adverse claim, but makes no other representation or warranty and assumes no responsibility with respect to such participation)Letter of Credit Advance, any of the Loan Documents or any of the Loan Parties. In If and to the event extent that any Lender fails to make of the Revolving Credit Lenders shall not have so made its Pro Rata Share of any applicable Letter of Credit Advance available to the Administrative Agent in accordance with the foregoing provisions of this subsection (c)(i), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share of such Letter of Credit Advance, together with all accrued and unpaid interest thereon, for each day from the date of demand therefor by the Issuing Bank until the date on which such amount is paid to the Administrative Agent, at the Federal Funds Rate. If any of the Revolving Credit Lenders shall pay to the Administrative Agent the amount of its Pro Rata Share of any applicable Letter of Credit Advance for the account of the Issuing Bank the on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Revolving Credit Lender on such Business Day for all purposes of this Agreement, and the outstanding principal amount of the applicable Letter of Credit Advance (or such participation), made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal Business Day.
(ii) The Obligation of each of the Revolving Credit Lenders to purchase their respective Pro Rata Shares of each outstanding Letter of Credit Advance owing to the lesser of Issuing Bank upon demand for the purchase thereof pursuant to clause (i) of this Section 2.03(c) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the Highest Lawful Rate terms thereof under all circumstances, including, without limitation, the following circumstances:
(A) any lack of validity or enforceability of any of the Loan Documents, any of the Letter of Credit Agreements, any of the Letters of Credit or any of the other agreements or instruments relating thereto (iicollectively, the "L/C RELATED DOCUMENTS");
(B) the Federal Funds Rateexistence of any claim, setoff, defense or other right that such Revolving Credit Lender may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Issuing Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction;
(C) the occurrence and continuance of any Default; or
(D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Samples: Credit Agreement (Caremark Rx Inc)
Drawing and Reimbursement. (i) The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Advance, which shall bear interest at the Reference Rate, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed Loan.
(ii) Upon written demand by the Borrower by 9:00 a.m.Issuing Bank, Los Angeleswith a copy of such demand to the Administrative Agent, California timeeach other Lender shall purchase from the Issuing Bank, on the first Business Day after such drawing, and the Issuing Bank shall promptly notify Administrative Agent thereof sell and assign to each such other Lender, such other Lender's Pro Rata Share of such outstanding Letter of Credit Loan as of the Administrative Agent shall promptly notify each Lender thereof. Each date of such Lender shallpurchase, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available for the account of its Applicable Lending Office to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at to the Administrative Agent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Loan to be purchased by such Lender (or, in the case of a Letter of Credit Loan denominated in Sterling, Euro, Canadian Dollars, Yen or other Alternate Currency the Dollar Equivalent thereof on such date). The Borrower hereby agrees to each such sale and assignment.
(iii) Each Lender's obligations to make such payments to the Administrative Agent for account of the Issuing Bank under this paragraph (b), and the Issuing Bank's right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Lender to make its payment under this paragraph (b), the financial condition of the Borrower, the existence of any Default or Event of Default, the failure of any of the conditions set forth in Article IV to be satisfied, or the termination of the Commitments. Each such payment to the Issuing Bank shall be made without any offset, abatement, withholding or reduction whatsoever.
(iv) Each Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Loan on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time.
(v) Upon any such assignment by the Issuing Bank to any other Lender of a portion of a Letter of Credit Loan, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Loan, the Loan Documents or any party hereto.
(vi) If and to the extent that any Lender shall not have so made the amount of such Revolving Letter of Credit Advance (or such participation). In the event that any Lender fails to make Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate.
(vii) If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Loan made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Revolving the Letter of Credit Advance (or such participation), Loan made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.
Appears in 1 contract
Drawing and Reimbursement. (i) The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an a Letter of Credit Advance, which shall bear interest at the Reference Ratebe a Base Rate Advance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof)draft. --------- In the event that a drawing under any Letter of Credit is not reimbursed Upon demand by the Borrower by 9:00 a.m.Issuing Bank, Los Angeleswith a copy of such demand to the Administrative Agent, California timeeach of the Revolving Credit Lenders shall purchase from the Issuing Bank, on the first Business Day after such drawing, and the Issuing Bank shall promptly notify Administrative Agent thereof sell and assign to each of the Administrative Agent shall promptly notify each Lender thereof. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or ifLenders, as a result of any Debtor Relief Law, the Lenders are prohibited from making a such Revolving Credit Advance, Lender's Pro Rata Share of each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such outstanding Letter of Credit, in an amount equal Credit Advances owing to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement as of the date of such demand, by making available for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available account of its Applicable Lending Office to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at the Administrative Agent's officeAccount, in same day funds, an amount equal to its Pro Rata Share of each such outstanding Letter of Credit Advance. Promptly after receipt of such funds, the amount Administrative Agent shall transfer such funds to the Issuing Bank at its Applicable Lending Office. Each of the Revolving Credit Lenders hereby agrees to purchase its Pro Rata Share of each outstanding Letter of Credit Advance owing to the Issuing Bank for which a demand for the purchase thereof has been made on (A) the Business Day on which demand therefor is made by the Issuing Bank so long as notice of such demand is given not later than 2:00 P.M. (Charlotte, North Carolina time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower hereby agrees to each such sale and assignment. Upon any such assignment by the Issuing Bank to any of the Revolving Credit Lenders of a portion of a Letter of Credit Advance owing to the Issuing Bank, the Issuing Bank represents and warrants to such Revolving Credit Advance (Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any adverse claim, but makes no other representation or warranty and assumes no responsibility with respect to such participation)Letter of Credit Advance, any of the Loan Documents or any of the Loan Parties. In If and to the event extent that any Lender fails to make of the Revolving Credit Lenders shall not have so made its Pro Rata Share of any applicable Letter of Credit Advance available to the Administrative Agent in accordance with the foregoing provisions of this subsection (c)(i), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share of such Letter of Credit Advance, together with all accrued and unpaid interest thereon, for each day from the date of demand therefor by the Issuing Bank until the date on which such amount is paid to the Administrative Agent, at the Federal Funds Rate. If any of the Revolving Credit Lenders shall pay to the Administrative Agent the amount of its Pro Rata Share of any applicable Letter of Credit Advance for the account of the Issuing Bank the on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Revolving Credit Lender on such Business Day for all purposes of this Agreement, and the outstanding principal amount of the applicable Letter of Credit Advance (or such participation), made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal Business Day.
(ii) The Obligation of each of the Revolving Credit Lenders to purchase their respective Pro Rata Shares of each outstanding Letter of Credit Advance owing to the lesser of Issuing Bank upon demand for the purchase thereof pursuant to clause (i) of this Section 2.03(c) shall be absolute, unconditional and irrevocable, and shall be made strictly in accordance with the Highest Lawful Rate terms thereof under all circumstances, including, without limitation, the following circumstances:
(A) any lack of validity or enforceability of any of the Loan Documents, any of the Letter of Credit Agreements, any of the Letters of Credit or any of the other agreements or instruments relating thereto (iicollectively, the "L/C Related Documents");
(B) the Federal Funds Rateexistence of any claim, setoff, defense or other right that such Revolving Credit Lender may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Issuing Bank, the Borrower or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction;
(C) the occurrence and continuance of any Default; or
(D) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Samples: Credit Agreement (Caremark Rx Inc)
Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an a Letter of Credit Advance, which shall bear interest at the Reference Ratebe a Base Rate Advance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof)draft. --------- In the event that a drawing under any Letter of Credit is not reimbursed Upon written demand by the Borrower by 9:00 a.m.Issuing Bank, Los Angeleswith a copy of such demand to the Administrative Agent, California timeeach Lender shall purchase from the Issuing Bank, on the first Business Day after such drawing, and the Issuing Bank shall promptly notify Administrative Agent thereof sell and the Administrative Agent shall promptly notify assign to each Lender thereof. Each such Lender shallLender, on the first Business Day following such notification, make a Revolving Lender's Pro Rata Share of such outstanding Letter of Credit Advance (or ifas of the date of such purchase, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available for the account of its Applicable Lending Office to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at to the Administrative Agent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Parent Borrower hereby agrees to each such sale and assignment. Each Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank; PROVIDED that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any Liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Lender shall not have so made the amount of such Revolving Letter of Credit Advance (or such participation). In the event that any Lender fails to make available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Revolving the Letter of Credit Advance (or such participation), made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.
Appears in 1 contract
Drawing and Reimbursement. The payment by Borrower will pay to the Issuing Bank of a an amount equal to each draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement (i) on the making by the Issuing Bank of an Advance, which shall bear interest at the Reference Rate, in the amount Business Day of such draft drawing if presented by noon (but without any requirement for compliance with Dallas, Texas time) and (ii) by 11:00 a.m. (Dallas, Texas time) on the conditions set forth in Article 3 hereoffirst Business Day thereafter if presented after noon (Dallas, Texas time). --------- In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by 9:00 a.m.11:00 a.m. (Dallas, Los Angeles, California Texas time, ) on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent shall promptly notify each Lender thereofother Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or ifor, if as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a2.16(a) hereof by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference RateBase Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, 44 50 in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the amount of such Revolving Credit Advance (or such participation)Advance. In the event that any Lender fails to make available to the Administrative Agent for the account of the Issuing Bank the amount of such Revolving Credit Advance (or such participation)Advance, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.
Appears in 1 contract
Drawing and Reimbursement. (i) The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Advancea Letter of Credit Loan, which shall bear be a loan bearing interest at the Reference Base Rate, in the amount of such draft draft.
(but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed ii) Upon written demand by the Borrower by 9:00 a.m.Issuing Bank with a copy of such demand to the Administrative Agent, Los Angeleseach other Lender shall purchase from the Issuing Bank, California time, on the first Business Day after such drawing, and the Issuing Bank shall promptly notify Administrative Agent thereof sell and assign to each such other Lender, such other Lender's pro rata share of such outstanding Letter of Credit Loan as of the Administrative Agent shall promptly notify each Lender thereof. Each date of such Lender shallpurchase, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available for the account of its Applicable Lending Office to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at to the Administrative Agent's officeAccount for Dollars, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Loan to be purchased by such Lender. The Company (for itself and on behalf of each other account party) hereby agrees to each such sale and assignment.
(iii) Each Lender's obligations to make such payments to the Administrative Agent for account of the Issuing Bank under this paragraph (b), and the Issuing Bank's right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, 66 the failure of any other Lender to make its payment under this paragraph (b), the financial condition of the Company (or any other account party), the existence of any Default, the failure of any of the conditions set forth in Article IV to be satisfied, or the termination of the Commitments. Each such payment to the Issuing Bank shall be made without any offset, abatement, withholding or reduction whatsoever.
(iv) Each Lender agrees to purchase its pro rata share of an outstanding Letter of Credit Loan on (i) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time.
(v) Upon any such assignment by the Issuing Bank to any other Lender of a portion of a Letter of Credit Loan, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Loan, the Loan Documents or any party hereto.
(vi) If and to the extent that any Lender shall not have so made the amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate.
(vii) If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Loan made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Revolving the Letter of Credit Advance (or such participation), Loan made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.
Appears in 1 contract
Drawing and Reimbursement. The payment by Borrower agrees to reimburse the Issuing L/C Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Advance, which shall bear interest at the Reference Rate, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent shall promptly notify each Lender thereof. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to within one Business Day after it has notice of any L/C Advance by the amount of its participation in such drawing for application to reimburse the Issuing L/C Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Administrative Agent thereunder, for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the principal amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make available L/C Advance, and shall pay to the Administrative Agent for L/C Bank, on demand, interest on the account of the Issuing Bank the amount unreimbursed principal of such Revolving Credit L/C Advance (or such participation), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to (a) from the lesser date of such L/C Advance to the first Business Day after notice thereof has been given to the Borrower, the rate applicable to Base Rate Advances in effect from time to time, and (b) from and after such first Business Day, the Default Rate. If the Borrower shall fail to so reimburse the L/C Bank within one Business Day after the Borrower receives notice that any such L/C Advance has been made, then upon demand by the L/C Bank, and whether or not a Default has occurred and is continuing or any conditions set forth in Section 4.2 are satisfied, each Revolving Lender shall purchase from the L/C Bank, and the L/C Bank shall sell and assign to each Revolving Lender, such Lender's Pro Rata Share of such outstanding L/C Advance as of the date of such purchase, by making available for the account of the L/C Bank, by deposit to the Agent's Account, in same day funds, an amount equal to the sum of (i) the Highest Lawful Rate or portion of the outstanding principal amount of such L/C Advance to be purchased by such Lender, plus (ii) interest on such amount, for each day from the date on which such L/C Advance is made until the date such amount is paid to the Agent, at the Federal Funds Rate. Each Revolving Lender agrees to so purchase its Pro Rata Share of an outstanding L/C Advance on (A) the Business Day on which demand therefor is made by the L/C Bank which made such L/C Advance, provided notice of such demand is given not later than 12:00 noon (Dallas, Texas time) on such Business Day, or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the L/C Bank to any Lender of a portion of an L/C Advance, the L/C Bank represents and warrants to such Lender that the L/C Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such L/C Advance, the Loan Documents or any Loan Party.
Appears in 1 contract
Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit issued by the Issuing Bank, or the payment by the Issuing Bank of any amount to an L/C Issuer in respect of any guaranty made by the Issuing Bank of a Letter of Credit issued by such L/C Issuer, or the payment by an L/C Issuer, which is also a Lender, of a draft drawn under any Letter of Credit issued by such L/C Issuer, shall each constitute for all purposes of this Agreement the making by the Issuing Bank or such L/C Issuer, as the case may be, of an a Letter of Credit Advance, which shall bear interest at the Reference Ratebe a Base Rate Advance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof)payment. --------- In the event that a drawing under any Letter of Credit is not reimbursed Upon written demand by the Borrower by 9:00 a.m.Issuing Bank, Los Angelesor L/C Issuer (in the case of an L/C Issuer which is also a Lender), California time, on the first Business Day after with a copy of such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent shall promptly notify each Lender thereof. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available demand to the Administrative Agent), which each Working Capital Lender shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse purchase from the Issuing Bank (but without any requirement for compliance with or such L/C Issuer, as the applicable conditions set forth in Article 3 hereof) case may be, and the Issuing Bank or such L/C Issuer, as the case may be, shall make sell and assign to each such Working Capital Lender, such Working Capital Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make available its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank or such L/C Issuer, as the case may be, by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be purchased by such Working Capital Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank, or L/C Issuer (or such participationin the case of an L/C Issuer which is also a Lender), as the Issuing Bank shall be entitled case may be. The Parent Borrower hereby agrees to recover each such amount sale and assignment. Each Working Capital Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate Business Day on which demand therefor is made by the Issuing Bank, or L/C Issuer (in the case of an L/C Issuer which is also a Lender), as the case may be; PROVIDED, that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank, or L/C Issuer (in the case of an L/C Issuer which is also a Lender), as the case may be, to any Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank, or such L/C Issuer, as the case may be, represents and warrants to such Lender that the Issuing Bank, or such L/C Issuer, as the case may be, is the legal and beneficial owner of such interest being assigned by it, free and clear of any Liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank, or L/C Issuer (in the case of an L/C Issuer which is also a Lender), as the case may be, until the date such amount is paid to the Administrative Agent, at the Federal Funds RateRate for its account or the account of the Issuing Bank, or such L/C Issuer, as applicable. If such Working Capital Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank, or L/C Issuer (in the case of an L/C Issuer which is also a Lender), as the case may be, on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Issuing Bank, or such L/C Issuer, as the case may be, shall be reduced by such amount on such Business Day.
Appears in 1 contract
Drawing and Reimbursement. The payment by the an Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the any such Issuing Bank of an a Revolving Credit Advance, which which, in the case of Letters of Credit denominated in Dollars, shall bear interest at the Reference Ratebe a Base Rate Advance, in the amount of such draft or, in the case of a Letter of Credit denominated in any Major Currency, shall be an Advance that bears interest at the Overnight Eurocurrency Rate (but without any requirement as defined below) of such Issuing Bank for compliance with a period of five Business Days and thereafter, shall be a Base Rate Advance in the conditions set forth Equivalent in Article 3 hereof)Dollars on such fifth Business Day for the amount of such draft. --------- In the event that a Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one Business Day) of each drawing under any Letter of Credit is not reimbursed issued by it to the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawingCompany, the Issuing Bank shall promptly notify Administrative Agent thereof applicable Borrower (if not the Company) and the Administrative Agent. Upon written demand by such Issuing Bank, with a copy of such demand to the Administrative Agent shall promptly notify and the Company, each Lender thereof. Each shall pay to the Administrative Agent such Lender shall, on the first Business Day following Lender’s Ratable Share of such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a outstanding Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make available its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Issuing Bank applicable Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Credit Advance (or to be funded by such participation)Lender, provided that the Issuing Bank Lenders shall not be entitled required to recover fund such amount on demand Revolving Credit Advances resulting from drawings under a Letter of Credit denominated in any Major Currency until such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.Advance is exchanged for
Appears in 1 contract
Samples: Five Year Credit Agreement (Honeywell International Inc)
Drawing and Reimbursement. The payment by the an Issuing Bank of a draft ------------------------- drawn under any Letter of Credit issued by such Issuing Bank shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an Advance, which shall bear interest at the Reference Ratelesser of (i) the Highest Lawful Rate or (ii) the Base Rate plus the Applicable Margin, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by 9:00 a.m., Los Angeles, California 11:00 A.M. (Dallas time, ) on the first Business Day after such drawing, the Issuing Bank issuing such Letter of Credit shall promptly notify Administrative Agent thereof Lender and the Administrative Agent shall promptly notify each Lender thereofother Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit an Advance (or if, if as a result of any Debtor Relief Law, Law the Lenders are prohibited from making a Revolving Credit an Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a2.16(a) by making --------------- such amount available to the Administrative AgentLender), which shall bear interest at the Reference Ratelesser of (i) the Highest Lawful Rate or (ii) the Base Rate plus the Applicable Margin, and shall be used to repay the applicable portion of the such Issuing Bank's Advance Advance, with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the such Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Administrative Agent Lender for the account of the such Issuing Bank, by deposit at the Administrative AgentLender's office, in same day funds, the amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make available to the Administrative Agent Lender for the account of the Issuing such Bank the amount of such Revolving Credit Advance (or such participation)Advance, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.
Appears in 1 contract
Drawing and Reimbursement. The payment by the ------------------------- any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an a Letter of Credit Advance, which shall bear interest at the Reference Ratebe a Base Rate Advance, in the amount of such draft (but without draft. Upon written demand by any requirement for compliance Issuing Bank with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any an outstanding Letter of Credit is not reimbursed by the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent shall promptly notify each Lender thereof. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- with a copy of such amount available demand to the Administrative Agent), which each other Working Capital Lender shall bear interest at the Reference Ratepurchase from such Issuing Bank, and such Issuing Bank shall be used sell and assign to repay the applicable portion each such other Working Capital Lender, such other Lender's Ratable Share of such outstanding Letter of Credit Advance as of the Issuing Bank's Advance with respect to date of such Letter of Creditpurchase, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make by making available to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make available its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Issuing Bank Administrative Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance (or to be purchased by such participation), the Issuing Bank shall be entitled Lender. The Borrower hereby agrees to recover each such amount sale and assignment. Each Working Capital Lender agrees to purchase its Ratable Share of an outstanding Letter of Credit Advance on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate Business Day on which demand therefor is made by the Issuing Bank which made such Advance, provided notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any other Working Capital Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Working Capital Advance available to the Administrative Agent, such Working Capital Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day. No Lender shall be obligated to purchase its Ratable Share of Letter of Credit Advances under this Section 2.15(c) to the extent that such Advances result from any Issuing Bank's willful misconduct or gross negligence.
Appears in 1 contract
Samples: Tender Offer Statement
Drawing and Reimbursement. (i) The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Letter of Credit Loan.
(ii) Upon written demand by the Issuing Bank of an Advance, which shall bear interest at the Reference Rate, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent shall promptly notify each Lender thereof. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to who issued such Letter of Credit, in an amount equal with a copy of such demand to the amount of its participation in Administrative Agent, each other Lender shall purchase from such drawing for application to reimburse the Issuing Bank, and such Issuing Bank (but without any requirement for compliance with shall sell and assign to each such other Lender, such other Lender’s pro rata share of such outstanding Letter of Credit Loan as of the applicable conditions set forth in Article 3 hereof) and shall make date of such purchase, by making available to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make available its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Issuing Bank Administrative Agent’s Account, in Same Day Funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance Loan to be purchased by such Lender (or or, in the case of a Letter of Credit Loan denominated in an Alternate Currency, the Dollar Equivalent thereof on such participationdate). The Company (for itself and on behalf of each other account party) hereby agrees to each such sale and assignment.
(iii) Each Lender’s obligations to make such payments to the Administrative Agent for the account of any Issuing Bank under this paragraph (b), and each Issuing Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Lender to make its payment under this paragraph (b), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to financial condition of the lesser Company (or any other account party), the existence of (i) any Default, the Highest Lawful Rate or (ii) failure of any of the Federal Funds Rate.conditions set forth in THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Appears in 1 contract
Drawing and Reimbursement. The payment by the Issuing Bank of a ------------------------- draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Advance, a Letter of Credit Advance which shall bear interest at the Reference Ratebe a Base Rate Advance, in the amount of such draft (but without any requirement for compliance with draft. The Borrower, the conditions set forth Administrative Agent and each Revolving Lender hereby acknowledges and agrees that Letter of Credit Advances may be made, or deemed made, by the Issuing Bank in Article 3 hereof). --------- In the event that a drawing under respect of any Letter of Credit is not reimbursed and to participate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by the Borrower by 9:00 a.m.Issuing Bank, Los Angeleswith a copy of such demand to the Administrative Agent, California timeeach Revolving Lender shall purchase from the Issuing Bank, on the first Business Day after such drawing, and the Issuing Bank shall promptly notify Administrative Agent thereof sell and assign to each such Revolving Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available (for the account of its Applicable Lending Office) to the Administrative Agent shall promptly notify each Lender thereof. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Administrative Agent for the account of the Issuing Bank), by deposit at to the Administrative Agent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank; provided that notice -------- of such demand is given not later than 11:00 A.M. (Eastern Standard Time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Lender shall not have so made the amount of such Revolving Letter of Credit Advance (or such participation). In the event that any Lender fails to make available to the Administrative Agent, such Revolving Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Revolving the Letter of Credit Advance (or such participation), made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.
Appears in 1 contract
Drawing and Reimbursement. (i) The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Letter of Credit Loan.
(ii) Upon written demand by the Issuing Bank of an Advance, which shall bear interest at the Reference Rate, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent shall promptly notify each Lender thereof. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to who issued such Letter of Credit, in an amount equal with a copy of such demand to the amount of its participation in Administrative Agent, each other Lender shall purchase from such drawing for application to reimburse the Issuing Bank, and such Issuing Bank (but without any requirement for compliance with shall sell and assign to each such other Lender, such other Lender’s pro rata share of such outstanding Letter of Credit Loan as of the applicable conditions set forth in Article 3 hereof) and shall make date of such purchase, by making available to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make available its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Issuing Bank Administrative Agent’s Account, in Same Day Funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance Loan to be purchased by such Lender (or or, in the case of a Letter of Credit Loan denominated in an Alternate Currency, the Dollar Equivalent thereof on such participationdate). The Company (for itself and on behalf of each other account party) hereby agrees to each such sale and assignment.
(iii) Each Lender’s obligations to make such payments to the Administrative Agent for the account of any Issuing Bank under this paragraph (b), and each Issuing Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, FOURTH AMENDED AND RESTATED CREDIT AGREEMENT without limitation, the failure of any other Lender to make its payment under this paragraph (b), the financial condition of the Company (or any other account party), the existence of any Default, the failure of any of the conditions set forth in Article IV to be satisfied, or the termination of the Commitments; provided, that no Lender shall be obligated to make such payments in respect of any Letter of Credit after such Lender’s scheduled Termination Date. Each such payment to an Issuing Bank shall be entitled made without any offset, abatement, withholding or reduction whatsoever.
(iv) Each Lender agrees to recover such amount purchase its pro rata share of an outstanding Letter of Credit Loan on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate Business Day on which demand therefor is made by an Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time.
(v) Upon any such assignment by an Issuing Bank to any other Lender of a portion of a Letter of Credit Loan, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Loan, the Loan Documents or any party hereto.
(vi) If and to the extent that any Lender shall not have so made the amount of such Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by an Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate.
(vii) If such Lender shall pay to the Administrative Agent such amount for the account of an Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Loan made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Loan made by such Issuing Bank shall be reduced by such amount on such Business Day.
Appears in 1 contract
Drawing and Reimbursement. The payment by the Issuing Bank of a ------------------------- draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an a Letter of Credit Advance, which shall bear interest at the Reference Ratebe a Base Rate Advance, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof)draft. --------- In the event that a of any drawing under any a Letter of Credit is not reimbursed by the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawingCredit, the Issuing Bank shall promptly notify Administrative Agent thereof the Agent, and the Administrative Agent shall promptly notify each Working Capital Lender thereof. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, and each Working Capital Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of purchase from the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse and the Issuing Bank (but without any requirement shall sell and assign to each such Working Capital Lender, such Working Capital Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available account of its Applicable Lending Office to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at to the Administrative Agent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Working Capital Lender. Promptly after receipt thereof, the Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which notice of the drawing under the related Letter of Credit is given by the Issuing Bank; provided such notice is given not later -------- than 1:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if such notice is given after such time. Upon any such assignment by the Issuing Bank to any other Working Capital Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Working Capital Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of all liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Revolving Letter of Credit Advance (or such participation). In the event that any Lender fails to make available to the Administrative Agent, such Working Capital Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Working Capital Lender shall pay to the Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Working Capital Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Revolving the Letter of Credit Advance (or such participation), made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.
Appears in 1 contract
Drawing and Reimbursement. (i) The payment by the any Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Letter of Credit Loan.
(ii) Upon written demand by the Issuing Bank of an Advance, which shall bear interest at the Reference Rate, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent shall promptly notify each Lender thereof. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to who issued such Letter of Credit, in an amount equal with a copy of such demand to the amount of its participation in Administrative Agent, each other Lender shall purchase from such drawing for application to reimburse the Issuing Bank, and such Issuing Bank (but without any requirement for compliance with shall sell and assign to each such other Lender, such other Lender’s pro rata share of such outstanding Letter of Credit Loan as of the applicable conditions set forth in Article 3 hereof) and shall make date of such purchase, by making available to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make available its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Issuing Bank Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance Loan to be purchased by such Lender (or, in the case of a Letter of Credit Loan denominated in Sterling, Swiss Francs or Euro, the Dollar Equivalent thereof on such participationdate). The Company (for itself and on behalf of each other account party) hereby agrees to each such sale and assignment.
(iii) Each Lender’s obligations to make such payments to the Administrative Agent for account of any Issuing Bank under this paragraph (b), and each Issuing Bank’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Lender to make its payment under this paragraph (b), the financial condition of the Company (or any other account party), the existence of any Default, the failure of any of the conditions set forth in Article IV to be satisfied, or the termination of the Commitments; provided, that no Lender shall be obligated to make such payments in respect of any Letter of Credit after such Lender’s scheduled Termination Date. Each such payment to an Issuing Bank shall be entitled made without any offset, abatement, withholding or reduction whatsoever.
(iv) Each Lender agrees to recover such amount purchase its pro rata share of an outstanding Letter of Credit Loan on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate Business Day on which demand therefor is made by an Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time.
(v) Upon any such assignment by an Issuing Bank to any other Lender of a portion of a Letter of Credit Loan, such Issuing Bank represents and warrants to such other Lender that such Issuing Bank is the legal and beneficial owner of such interest AMENDED AND RESTATED CREDIT AGREEMENT
(vi) If and to the extent that any Lender shall not have so made the amount of such Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by an Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate.
(vii) If such Lender shall pay to the Administrative Agent such amount for the account of an Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Loan made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Loan made by such Issuing Bank shall be reduced by such amount on such Business Day.
Appears in 1 contract
Drawing and Reimbursement. (i) The payment by the Appropriate Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the such Issuing Bank of an a Letter of Credit Advance, which shall bear interest at shall
(A) in the Reference Ratecase of payment on a draft drawn under a Letter of Credit denominated in U.S. dollars or Canadian Dollars, be a Base Rate Advance in the amount of such draft draft, and
(but without B) in any requirement for compliance other case, be a Eurocurrency Rate Advance that bears interest at the rate per annum equal to the rate per annum at which interest 71 66 would accrue on a Eurocurrency Rate Advance with an Interest Period of one month beginning on the conditions set forth in Article 3 hereof). --------- In date of such draw.
(ii) Upon the event that a drawing under any issuance of each Letter of Credit is not reimbursed for the account of a Multi-Currency Borrower, each Multi-Currency Credit Lender (other than the Multi-Currency Issuing Bank) shall be deemed to have purchased a participation therein equal to its Pro Rata Share of the Available Amount thereof and, upon written demand by the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawing, the Multi-Currency Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent shall promptly notify each Lender thereof. Each following a draw on such Lender shalla Letter of Credit, on the first Business Day following with a copy of such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available demand to the Administrative Agent), which each Multi-Currency Lender (other than the Multi-Currency Issuing Bank) shall bear interest at purchase from the Reference RateMulti-Currency Issuing Bank, directly and not as a participation, and the Multi-Currency Issuing Bank shall be used sell and assign to repay the applicable portion each such other Multi-Currency Lender, such other Lender's Pro Rata Share of the Issuing Bank's Advance with respect to such Letter of CreditCredit Advance resulting from such draw as of the date of such purchase, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make by making available to the --------- Administrative Agent for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make available its Applicable Lending Office to the Administrative Agent for the account of the Multi-Currency Issuing Bank Bank, by deposit to the Administrative Agent's Account, in same-day funds in the currency in which such Letter of Credit was denominated, an amount equal to the portion of the outstanding principal amount of such Revolving Letter of Credit Advance to be purchased by such Lender.
(or iii) Upon the issuance of each Letter of Credit for the account of the Canadian Subsidiary, each Canadian Subsidiary Lender (other than the Canadian Issuing Bank, if it is then a Canadian Subsidiary Lender) shall be deemed to have purchased a participation therein equal to its Pro Rata Share of the Available Amount thereof and, upon written demand by the Canadian Issuing Bank following a draw on such a Letter of Credit, with a copy of such demand to the Administrative Agent and the Canadian Administrative Agent, each Canadian Subsidiary Lender (other than the Canadian Issuing Bank) shall purchase from the Canadian Issuing Bank, directly and not as a participation, and the Canadian Issuing Bank shall sell and assign to each such other Canadian Subsidiary Lender, such other Lender's Pro Rata Share of the Letter of Credit Advance resulting from such draw as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Canadian Administrative Agent for the account of the Canadian Issuing Bank, by deposit to the Canadian Administrative Agent's Account, in same-day funds in the currency in which such Canadian Subsidiary Letter of Credit was denominated, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Canadian Subsidiary Lender.
(iv) Each Borrower agrees to each participation, sale and assignment pursuant to this subsection (c). 72 67
(v) Each Appropriate Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on
(A) the Business Day on which demand therefor is made by the Issuing Bank, provided notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or
(B) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Appropriate Issuing Bank to any Appropriate Lender of a portion of a Letter of Credit Advance, the Appropriate Issuing Bank shall be entitled deemed to recover have represented and warranted to such Appropriate Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Appropriate Lender shall not have so made the purchase price for its Pro Rata Share of a Letter of Credit Advance available to the Appropriate Agent, such Lender agrees to pay to the Appropriate Agent forthwith on demand such amount on demand from such Lender together with interest thereon at a rate per annum equal thereon, for each day from the date of demand by the Appropriate Issuing Bank until the date such amount is paid to the lesser of (i) the Highest Lawful Rate or (ii) Appropriate Agent, at the Federal Funds Rate, in the case of demands made by the Multi-Currency Issuing Bank, and at the Base Rate (with respect to Canadian Subsidiary Borrowings) in the case of demands made by the Canadian Issuing Bank. If such Lender shall pay to the Appropriate Agent such amount for the account of the Appropriate Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by the Appropriate Issuing Bank shall be reduced by such amount on such Business Day.
Appears in 1 contract
Samples: Credit Agreement (Agco Corp /De)
Drawing and Reimbursement. The payment by (i) Upon receipt from the Issuing Bank beneficiary of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement any notice of a drawing under such Letter of Credit, the making by the applicable Issuing Bank shall notify the Borrower and the Administrative Agent thereof. If the Borrower is notified of such drawing prior to 11:00 a.m. on such date, then not later than 1:00 p.m. on the date of any payment by such Issuing Bank under a Letter of Credit (or 1:00 p.m. on the next succeeding Business Day, if the Borrower is not notified of such drawing prior to 11:00 a.m. on such day) (each such date, an Advance“Honor Date”), which the Borrower shall bear interest at reimburse such Issuing Bank through the Reference Rate, Administrative Agent in an amount equal to the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof)drawing. --------- In the event that a drawing under any Letter of Credit is not reimbursed by If the Borrower fails to so reimburse such Issuing Bank by 9:00 a.m., Los Angeles, California such time, on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing of the L/C Disbursement (the “Unreimbursed Amount”), and the amount of such Lender’s Pro Rata Share of the Available Amount thereof. Each In such Lender shallevent, the Borrower shall be deemed to have requested a Base Rate Advance to be disbursed on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02(a) for the principal amount of its participation in such drawing for application Base Rate Advances, but subject to reimburse the Issuing Bank (but without any requirement for compliance with amount of the applicable unutilized portion of the aggregate Commitments and the conditions set forth in Article 3 hereofSection 3.02 (other than the delivery of a Committed Loan Notice). Any notice given by an Issuing Bank or the Administrative Agent pursuant to this Section 2.03(d)(i) may be given by telephone 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 2.03(d)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable Issuing Bank at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(d)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Advance to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Issuing Bank.
(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Base Rate Advance because the conditions set forth in Section 3.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from an Issuing Bank a Letter of Credit Advance in the amount of the Unreimbursed Amount that is not so refinanced, which Letter of Credit Advance shall be due and payable on demand (together with interest) and shall make available bear interest at the rate per annum then applicable to Revolving Credit Advances that are Base Rate Advances (provided that if the Borrower fails to reimburse such Letter of Credit Advance when due pursuant to this clause (iii), then Section 2.07(b) shall apply). In such event, each Lender’s payment to the --------- Administrative Agent for the account of the Issuing Bank pursuant to Section 2.03(d)(ii) shall be deemed payment in respect of its participation in such Letter of Credit Advance and shall constitute an Letter of Credit Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Lender funds its Letter of Credit Advance or Base Rate Advance pursuant to this Section 2.03(d) to reimburse an Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the applicable Issuing Bank.
(v) Each Lender’s obligation to make Letter of Credit Advances or Base Rate Advances to reimburse an Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(d), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against an Issuing Bank, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Base Rate Advances pursuant to this Section 2.03(d) is subject to the conditions set forth in Section 3.02 (other than delivery by deposit at the Administrative Agent's officeBorrower of a Committed Loan Notice, in same day funds, Notice of Issuance or a notice of renewal of a Letter of Credit). No such making of a Letter of Credit Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse an Issuing Bank for the amount of such Revolving Credit Advance any payment made by an Issuing Bank under any Letter of Credit, together with interest as provided herein.
(or such participation). In the event that vi) If any Lender fails to make available to the Administrative Agent for the account of the an Issuing Bank any amount required to be paid by such Lender pursuant to the amount foregoing provisions of such Revolving Credit Advance (or such participationthis Section 2.03(d) by the time specified in Section 2.03(d)(ii), then, without limiting the other provisions of this Agreement, such Issuing Bank shall be entitled to recover such amount on demand from such Lender together (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuing Bank at a rate per annum equal to the lesser greater of (i) the Highest Lawful Rate or (ii) the Federal Funds RateRate and a rate determined by such Issuing Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Advance included in the relevant Base Rate Advance or Letter of Credit Advance in respect of the relevant Letter of Credit Advance, as the case may be. A certificate of an Issuing Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. The failure of any Lender to make available to the Administrative Agent for the account of an Issuing Bank any amount required to be paid by such Lender on the date specified in this Section 2.03(d) shall not relieve any other Lender of its obligation hereunder to make its Letter of Credit Advance or Base Rate Advance, as applicable, on such date, but no Lender shall be responsible for the failure of any other Lender to make the Letter of Credit Advance or Base Rate Advance, as applicable, to be made by such other Lender on such date.
Appears in 1 contract
Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Advance, which shall bear interest at the Reference RatePrime Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by 9:00 a.m., Los Angeles, California 11:00 a.m. (Dallas time, ) on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof Lender and the Administrative Agent shall promptly notify each Lender thereofLender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit an Advance (or if, if as a result of any Debtor Relief Law, Law the Lenders are prohibited from making a Revolving Credit an Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a2.16(a) by making --------------- such amount available to the Administrative AgentLender), which shall bear interest at the Reference RatePrime Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Administrative Agent Lender for the account of the Issuing Bank, by deposit at the Administrative AgentLender's office, in same day funds, the amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make available to the Administrative Agent Lender for the account of the Issuing Bank the amount of such Revolving Credit Advance (or such participation), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.
Appears in 1 contract
Samples: Credit Agreement (Compusa Inc)
Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an a Facility A Advance, which shall bear interest at the Reference RateBase Rate Basis, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 --------- hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by 9:00 a.m.11:00 a.m. (Dallas, Los Angeles, California Texas time, ) on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof Lender and the Administrative Agent shall promptly notify each Lender thereofother Lender. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Facility A Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference RateBase Rate Basis, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and --------- shall make available to the --------- Administrative Agent Lender for the account of the Issuing Bank, by deposit at the Administrative AgentLender's office, in same day funds, the amount of such Revolving Credit Advance (or such participation)Advance. In the event that any Lender fails to make available to the Administrative Agent Lender for the account of the Issuing Bank the amount of such Revolving Credit Advance (or such participation)Advance, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate.
Appears in 1 contract
Drawing and Reimbursement. The payment by the Issuing Bank of a ------------------------- draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Advance, a Letter of Credit Advance which shall bear interest at the Reference Ratebe a Base Rate Advance, in the amount of such draft (but without any requirement for compliance with draft. The Borrower, the conditions set forth Administrative Agent and each Revolving Lender hereby acknowledges and agrees that Letter of Credit Advances may be made, or deemed made, by the Issuing Bank in Article 3 hereof). --------- In the event that a drawing under respect of any Letter of Credit is not reimbursed and to participate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by the Borrower by 9:00 a.m.Issuing Bank, Los Angeleswith a copy of such demand to the Administrative Agent, California timeeach Revolving Lender shall purchase from the Issuing Bank, on the first Business Day after such drawing, and the Issuing Bank shall promptly notify Administrative Agent thereof sell and the Administrative Agent shall promptly notify assign to each Lender thereof. Each such Lender shallRevolving Lender, on the first Business Day following such notification, make a Revolving Lender's Pro Rata Share of such outstanding Letter of Credit Advance (or ifas of the date of such purchase, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available (for the account of its Applicable Lending Office) to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank Adminis trative Agent (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Administrative Agent for the account of the Issuing Bank), by deposit at to the Administrative Agent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank; provided that notice -------- of such demand is given not later than 11:00 A.M. (Eastern Standard Time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Lender shall not have so made the amount of such Revolving Letter of Credit Advance (or such participation). In the event that any Lender fails to make available to the Administrative Agent, such Revolving Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Revolving the Letter of Credit Advance (or such participation), made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.
Appears in 1 contract
Drawing and Reimbursement. The payment by the Issuing Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Advance, a Letter of Credit Advance which shall bear interest at the Reference Rate, be a Prime Rate Advance in the amount of such draft (but without any requirement for compliance with draft. Each of the conditions set forth Borrower, the Administrative Agent and each Revolving Credit Lender hereby acknowledges and agrees that Letter of Credit Advances may be made, or deemed made, by the Issuing Bank in Article 3 hereof). --------- In the event that a drawing under respect of any Letter of Credit is not reimbursed and to participate in all Letter of Credit Advances made hereunder as provided herein. Upon written demand by the Borrower by 9:00 a.m.Issuing Bank, Los Angeleswith a copy of such demand to the Administrative Agent, California timeeach Revolving Credit Lender shall purchase from the Issuing Bank, on the first Business Day after such drawing, and the Issuing Bank shall promptly notify Administrative Agent thereof sell and assign to each such Revolving Credit Lender, such Lender's Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available (for the account of its Applicable Lending Office) to the Administrative Agent shall promptly notify each Lender thereof. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to the amount of its participation in such drawing for application to reimburse the Issuing Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Administrative Agent for the account of the Issuing Bank), by deposit at to the Administrative Agent's officeAccount, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank; PROVIDED that notice of such demand is given not later than 11:00 A.M. (New York time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Issuing Bank to any other Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that (i) the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, and (ii) the conditions set forth in 3.2 have been satisfied, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Revolving Credit Lender shall not have so made the amount of such Revolving Letter of Credit Advance (or such participation). In the event that any Lender fails to make available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable. If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of such Revolving the Letter of Credit Advance (or such participation), made by the Issuing Bank shall be entitled to recover reduced by such amount on demand from such Lender together with interest thereon at a rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds RateBusiness Day.
Appears in 1 contract
Drawing and Reimbursement. The payment by Borrower agrees to ------------------------- reimburse the Issuing L/C Bank of a draft ------------------------- drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of an Advance, which shall bear interest at the Reference Rate, in the amount of such draft (but without any requirement for compliance with the conditions set forth in Article 3 hereof). --------- In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by 9:00 a.m., Los Angeles, California time, on the first Business Day after such drawing, the Issuing Bank shall promptly notify Administrative Agent thereof and the Administrative Agent shall promptly notify each Lender thereof. Each such Lender shall, on the first Business Day following such notification, make a Revolving Credit Advance (or if, as a result of any Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit Advance, each Lender shall fund its participation purchased pursuant to Section 2.15(a) by making --------------- such amount available to the Administrative Agent), which shall bear interest at the Reference Rate, and shall be used to repay the applicable portion of the Issuing Bank's Advance with respect to such Letter of Credit, in an amount equal to within one Business Day after it has notice of any L/C Advance by the amount of its participation in such drawing for application to reimburse the Issuing L/C Bank (but without any requirement for compliance with the applicable conditions set forth in Article 3 hereof) and shall make available to the --------- Administrative Agent thereunder, for the account of the Issuing Bank, by deposit at the Administrative Agent's office, in same day funds, the principal amount of such Revolving Credit Advance (or such participation). In the event that any Lender fails to make available L/C Advance, and shall pay to the Administrative Agent for L/C Bank, on demand, interest on the account of the Issuing Bank the amount unreimbursed principal of such Revolving Credit L/C Advance (or such participation), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to (a) from the lesser date of such L/C Advance to the first Business Day after notice thereof has been given to the Borrower, the rate applicable to Base Rate Advances in effect from time to time, and (ib) from and after such first Business Day, the Default Rate. If the Borrower shall fail to so reimburse the L/C Bank within one Business Day after the Borrower receives notice that any such L/C Advance has been made, then upon demand by the L/C Bank, and whether or not a Default has occurred and is continuing or any conditions set forth in Section 4.02 are satisfied, each Lender shall purchase from the L/C Bank, and the L/C Bank shall sell and assign to each Lender, such Lender's Pro Rata Share of such outstanding L/C Advance as of the date of such purchase, by making available for the account of the L/C Bank, by deposit to the Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such L/C Advance to be purchased by such Lender. Each Lender agrees to purchase its Pro Rata Share of an outstanding L/C Advance on (A) the Highest Lawful Rate Business Day on which demand therefor is made by the L/C Bank which made such L/C Advance, provided notice of such demand is given not later than 12:00 noon (Dallas, Texas time) on such Business Day, or (iiB) the Federal Funds Ratefirst Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the L/C Bank to any Lender of a portion of an L/C Advance, the L/C Bank represents and warrants to such Lender that the L/C Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such L/C Advance, the Loan Documents or any Loan Party.
Appears in 1 contract
