Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon on the Business Day specified in such 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer. (iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.
Appears in 9 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Parent Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Parent Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Parent Borrower shall have received such notice later than 10:00 a.m. 1:00 p.m. on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Borrower Borrowers shall reimburse such L/C Issuer through the Administrative Agent in Dollars in an amount equal to the amount Dollar Equivalent of such drawing on such Honor Date plus interest accruing at using the Base Exchange Rate from the Honor Date in relation to the date of reimbursement by the Borrower Dollars in effect on the Borrower Honor Date. If the Borrower fails Borrowers fail to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrowers for any reason), then (A) if such payment relates to an Alternative Currency Letter of Credit, automatically and with no further action required, the Borrowers’ or such other Person’s obligation to reimburse the applicable L/C Borrowing shall be permanently converted into an obligation to reimburse in Dollars the Dollar Equivalent, calculated using the Exchange Rate on the Honor Date, of such L/C Borrowing and (B) in the case of each L/C Borrowing, the Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing in Dollars (in the case of an Alternative Currency Letter of Credit, using the Exchange Rate for the applicable Alternative Currency in relation to Dollars in effect on the date of determination) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the Borrowers do not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Borrowers shall have received such eventnotice later than 1:00 p.m. on any Business Day, on the second succeeding Business Day), the Borrower Borrowers shall be deemed to have requested a Revolving Credit Borrowing denominated in Dollars of Base Rate Loans to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate LendersCommitments, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and such drawing is not reimbursed on the same day, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans under the Revolving Credit Facility until the date of reimbursement.
(ii) Each Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) in Dollars for the account of the relevant L/C Issuer at the Administrative Agent’s Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 p.m., New York City time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii2.04(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower Borrowers in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, the a 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, provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Parent Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower Borrowers to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at the greater of the Federal Funds Rate and a rate per annum equal to determined by the applicable Overnight Rate then Administrative Agent in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may bebanking industry rules on interbank compensation. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable error.
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to each Revolving Credit Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate.
Appears in 8 contracts
Samples: Credit Agreement (Restaurant Brands International Inc.), Credit Agreement (Restaurant Brands International Limited Partnership), Credit Agreement (Restaurant Brands International Inc.)
Drawings and Reimbursements; Funding of Participations. (ia) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer Issuing Lender shall notify promptly the Borrower and the Administrative Agent thereof. Not The Borrower shall reimburse the Issuing Lender, through the Administrative Agent, for the amount of any drawing under a Letter of Credit not later than 1:00 P.M., New York City time, on the date that such drawing is made (if the Borrower has received notice from the Issuing Lender of such drawing prior to 10:00 a.m. A.M., New York City time, on such date) or, if the Borrower has not received notice of such drawing prior to such time on such date, then not later than 1:00 P.M., New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 A.M., New York City time, on the day of receipt, or (ii) the Business Day immediately following the Business Day on which day that the Borrower shall have received notice of any Honor Date (orreceives such notice, if the Borrower shall have received such notice later than is not received prior to 10:00 a.m. on any Business DayA.M., New York City time, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount day of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to receipt (the date of on which such reimbursement by the Borrower on is due pursuant to this sentence being referred to herein as the Borrower Honor “Requested Reimbursement Date”). If the Borrower fails to so reimburse such L/C Issuer the Issuing Lender by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Requested Reimbursement Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing borrowing of Base Rate Loans to be disbursed on the Borrower Honor Requested Reimbursement Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples multiples, and notice periods, specified in Section 2.02 2.2 for the principal amount of Base Rate Loans. Such Base Rate Loans may from time to time be converted to Eurodollar Loans, but subject as determined by the Borrower and notified to the amount of Administrative Agent in accordance with Section 2.9, provided that no Revolving Credit Loan shall be made as a Eurodollar Loan after the unutilized portion of day that is one month prior to the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b)Termination Date. Any notice given by an L/C Issuer the Issuing Lender or the Administrative Agent pursuant to this Section 2.03(c)(i3.3(a) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(iib) Each Revolving Credit Lender (including any such the Lender acting as an L/C IssuerIssuing Lender) shall upon any notice pursuant to Section 2.03(c)(i3.3(a) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer Issuing Lender at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 P.M., New York City time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii3.3(a), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C IssuerIssuing Lender.
(iiic) With respect to If any Unreimbursed Amount in respect of drawing is made under a Letter of Credit that and is not fully reimbursed or refinanced by a Revolving Credit Borrowing of Base Rate Loans because on the conditions set forth in Section 4.02 cannot be satisfied or date such drawing is made, for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer Issuing Lender an L/C Borrowing in the amount of the Unreimbursed Amount that is not so reimbursed or refinanced, which L/C Borrowing (i) shall bear interest at the rate applicable to Base Rate Loans from and including the date that such drawing is paid by the Issuing Bank to but excluding the earlier of the date that such Unreimbursed Amount is so reimbursed or refinanced or the date that is the next Business Day following the Requested Reimbursement Date and, if not so reimbursed or refinanced on or prior to the date that is the next Business Day following the Requested Reimbursement Date, then, from and after the date that is the next Business Day following the Requested Reimbursement Date to but excluding the date so reimbursed or refinanced, the rate applicable to Base Rate Loans plus 2% and (ii) shall, on and after the date that is the next Business Day following the Requested Reimbursement Date, be due and payable on demand (together with interest) and shall bear interest at the Default Ratedemand. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer Issuing Lender pursuant to Section 2.03(c)(ii3.3(b) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.033.3.
(ivd) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) 3.3 to reimburse the relevant L/C Issuer Issuing Lender for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C IssuerIssuing Lender.
(ve) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer the Issuing Lender for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c)3.3, shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C IssuerIssuing Lender, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) 3.3 is subject to the conditions set forth in Section 4.02 4.2 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer Issuing Lender for the amount of any payment made by such L/C Issuer the Issuing Lender under any Letter of Credit, together with interest as provided herein.
(vif) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) 3.3 by the time specified in Section 2.03(c)(ii3.3(b), then, without limiting the other provisions of this Agreement, such L/C Issuer Issuing Lender shall be entitled to recover from such Lender (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 such L/C Issuer the Issuing Lender at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate determined by the Issuing Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer the Issuing Lender 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 Loan included in the relevant Borrowing borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer Issuing Lender submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause paragraph (vif) shall be conclusive absent demonstrable manifest error.
Appears in 4 contracts
Samples: Credit Agreement (Symetra Financial CORP), Credit Agreement (Symetra Financial CORP), Credit Agreement (White Mountains Insurance Group LTD)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon on the Business Day specified in such 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.
Appears in 4 contracts
Samples: Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Mission Broadcasting Inc)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender under the applicable Revolving Credit Tranche of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Percentage under the applicable Revolving Credit Percentage Tranche thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 under the applicable Revolving Credit Tranche (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the applicable Revolving Credit Percentage Tranche of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon on the Business Day specified in such 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, the payment of each Revolving Credit Lender’s payment Lender under the applicable Revolving Credit Tranche to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender under the applicable Revolving Credit Tranche funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of the applicable Revolving Credit Percentage Tranche of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each The obligation of each Revolving Credit Lender’s obligation Lender under the applicable Revolving Credit Tranche to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 the obligation of each Revolving Credit Lender’s obligation Lender under the applicable Revolving Credit Tranche to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender under the applicable Revolving Credit Tranche fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.
Appears in 4 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant applicable L/C Issuer shall notify promptly the Parent Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. Each L/C Issuer shall notify the Parent Borrower on the Business Day immediately following the Business Day on which the Borrower shall have received notice date of any Honor Date (or, if the Borrower shall have received payment by such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) L/C Issuer under a Letter of Credit (each such date, a an “Borrower Honor Date”), and the Borrower Borrowers shall reimburse such L/C Issuer through the Administrative Agent in an the Dollar Equivalent of such drawing no later than on the next succeeding Business Day (and any reimbursement made on such next Business Day shall be taken into account in computing interest and fees in respect of any such Letter of Credit) after the Parent Borrower shall have received notice of such payment with interest on the amount so paid or disbursed by such L/C Issuer, to the extent not reimbursed prior to 3:00 p.m. (New York City time) on the applicable Honor Date, from and including the date paid or disbursed to but excluding the date such L/C Issuer was reimbursed by the Borrowers therefor at a rate per annum equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate as in effect from time to time plus the Honor Date Applicable Rate as in effect from time to the date of reimbursement by the Borrower on the Borrower Honor Datetime for Revolving Credit Loans that are maintained as Base Rate Loans. If the Borrower fails Borrowers fail to so reimburse such L/C Issuer by on such timenext Business Day, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, in the Borrower case of an Unreimbursed Amount, the Borrowers shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans in Dollars to be disbursed on the Borrower Honor Date such date in an amount equal to the Dollar Equivalent of the Unreimbursed Amount, in accordance with the requirements of Section 2.02 but without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, as the case may be, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.03(d)(i) may be given by telephone if promptly confirmed in writing; provided that the lack of such an immediate a prompt confirmation shall not affect the conclusiveness or binding effect of such notice.
(ii) Each Revolving Credit Lender (including any such each Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.03(d)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant applicable L/C Issuer Issuer, at the Administrative Agent’s Office in an amount equal to to, and in the same currency as, its Applicable Revolving Credit Percentage applicable Pro Rata Share of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 3:00 p.m. (New York City time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii2.03(d)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Loan to the Borrower Borrowers in such amount. The Administrative Agent shall promptly remit the funds so received to the relevant applicable L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower Borrowers shall be deemed to have incurred from the relevant applicable L/C Issuer an L/C Borrowing denominated in Dollars in the Dollar Equivalent amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate then applicable to Base Rate Revolving Credit Loans. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant applicable L/C Issuer pursuant to Section 2.03(c)(ii2.03(d)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.03(d) to reimburse the relevant applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage applicable Pro Rata Share of such amount shall be solely for the account of the relevant such L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.03(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 the relevant such L/C Issuer, the Borrower Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c2.03(d) is subject to the conditions set forth in Section 4.02 (other than delivery by the Parent Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower Borrowers to reimburse the relevant applicable L/C Issuer for the amount of any payment made by such the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.03(d) by the time specified in Section 2.03(c)(ii2.03(d)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight greater of the NYFRB Rate then from time to time in effecteffect and a rate reasonably determined by such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid)principal amount, the amount so paid (less interest and fees) shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(d)(vi) shall be conclusive absent demonstrable manifest error.
Appears in 4 contracts
Samples: Credit Agreement (Paya Holdings Inc.), Credit Agreement (Maravai Lifesciences Holdings, Inc.), Credit Agreement (Maravai Lifesciences Holdings, Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 10:00 a.m. 1:00 p.m. on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in Dollars in an amount equal to the amount Dollar Equivalent of such drawing on such Honor Date plus interest accruing at using the Base Exchange Rate from the Honor Date in relation to the date of reimbursement by the Borrower Dollars in effect on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then, in the case of each L/C Borrowing, the Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing in Dollars (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the Borrower does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Borrower shall have received such eventnotice later than 1:00 p.m. on any Business Day, on the second succeeding Business Day), the Borrower shall be deemed to have requested a Revolving Credit Borrowing denominated in Dollars of Base Rate Loans to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate LendersCommitments, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and such drawing is not reimbursed on the same day, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans under the Revolving Credit Facility until the date of reimbursement.
(ii) Each Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) in Dollars for the account of the relevant L/C Issuer at the Administrative Agent’s Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 p.m., New York City time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii2.04(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, the a 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, provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at the greater of the Federal Funds Rate and a rate per annum equal to determined by the applicable Overnight Rate then Administrative Agent in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may bebanking industry rules on interbank compensation. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable error.
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to each Revolving Credit Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate.
Appears in 3 contracts
Samples: Refinancing and Incremental Facility Amendment (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 10:00 a.m. 1:00 p.m. on any Business Day, on the second succeeding Business Day) (each such date, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing in Dollars by 1:00 p.m. on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateBusiness Day. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Applicable Percentage thereof under each Class of Revolving Credit Percentage thereofCommitments held by such Revolving Credit Lender. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans under each Revolving Credit Facility to be disbursed on the Borrower Honor Date in an amount equal to the pro rata portion of the Unreimbursed AmountAmount allocable to such Revolving Credit Facility, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate LendersRevolving Credit Lenders under such Revolving Credit Facility, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice); provided that any drawing under a Letter of Credit that is not reimbursed on the date of drawing shall accrue interest from the date of drawing at the rate applicable to Initial Revolving Credit Loans that are Base Rate Loans (or, to the extent of the participation in such drawing by any Revolving Credit Lender of another Class, the rate per annum then applicable to the Revolving Credit Loans of such Class) subject to the provisions set forth below. Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer Issuer, in Dollars, at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii), whereupon each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower under each Class of Revolving Credit Commitments held by such Revolving Credit Lender in an amount equal to the pro rata portion of such amountfunds allocable to such Class of Revolving Credit Commitments. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing Borrowings of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan Loans or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount under each applicable Revolving Credit Facility shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit LenderXxxxxx’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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, provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then from time to time in effect, plus any administrative, processing or similar fees customarily charged by such the L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable error.
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to each Revolving Credit Lender its Revolving Credit Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Xxxxxx’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (RingCentral, Inc.), Credit Agreement (RingCentral, Inc.), Credit Agreement (RingCentral, Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a compliant drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 10:00 a.m. 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on (which reimbursement, in the case of a Letter of Credit denominated in an Alternative Currency, shall be in such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateAlternative Currency). If the Borrower fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then the Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the Borrower does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Borrower shall have received such eventnotice later than 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day), the Borrower shall be deemed to have requested requested, for the account of the Borrower, a Revolving Credit Borrowing of Base Rate Loans (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in Dollars) or Eurocurrency Rate Loans with a period of one month (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency which Eurocurrency Rate Loans shall be in the same Alternative Currency in which the relevant Letter of Credit is denominated) to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, as applicable, nor the conditions set forth in Section 4.02, but subject to the amount of the unutilized portion of the relevant Revolving Credit Commitments in respect of the Appropriate LendersRevolving Credit Facility. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and subject such drawing is not reimbursed on the same day as the day on which it is paid, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans or Eurocurrency Rate Loans, as applicable, under the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or Revolving Credit Facility until the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack date of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticereimbursement.
(ii) Each Revolving Credit Lender of the applicable Class (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Principal Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a relevant Letter of Credit not later than 12:00 noon 1:00 p.m., Local Time, on the Business Day specified in such 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 Base Rate Loan (or, in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency, a Eurocurrency Rate Loan with an interest period of one month denominated in such Alternative Currency) to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer in accordance with the instructions provided to the Administrative Agent by such L/C Issuer (which instructions may include standing payment instructions, which may be updated from time to time by such L/C Issuer, provided that, unless the Administrative Agent shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Administrative Agent).
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars (with respect to a Dollar denominated Letter of Credit) or in Alternative Currency (with respective to an Alternative Currency denominated Letter of Credit), in each case in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate then applicable to Base Rate Loans under the Revolving Credit Facility or Eurocurrency Rate Loans with an interest period of one month under the Revolving Credit Facility, as applicable. In such event, each Revolving Credit Lender’s payment under the Revolving Credit Facility to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender under the Revolving Credit Facility funds its Revolving Credit Loan under the Revolving Credit Facility or relevant L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any relevant Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or relevant L/C Advances to reimburse an L/C Issuer for amounts drawn under relevant Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to and shall survive the payment in full of the Obligations and the termination of this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice)Agreement. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any relevant Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender under the Revolving Credit Facility fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may beRate. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender under the Revolving Credit Facility (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable error.
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender under the Revolving Credit Facility such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to each Revolving Credit Lender under the Revolving Credit Facility its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender of the applicable Class shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate.
Appears in 3 contracts
Samples: Credit Agreement (Wyndham Destinations, Inc.), Credit Agreement (Wyndham Destinations, Inc.), Credit Agreement (Wyndham Hotels & Resorts, Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. 12:00 Noon (New York City time) on the Business Day immediately following the Business Day on which any payment by an L/C Issuer under a Letter of Credit with notice to the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by in Dollars. The L/C Issuer shall notify the Borrower on of the Borrower Honor Dateamount of the drawing promptly following the determination or revaluation thereof. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, Lenders and subject to the conditions set forth in Section 4.02(b4.01 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon on the Business Day specified in such 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Any Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable reimbursed on demand (together with interest) and or prior the Honor Date shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment rate applicable to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit are Base Rate Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together first Business Day after the Honor Date and thereafter in accordance with interest as provided hereinSection 2.03(c)(iii).
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.
Appears in 3 contracts
Samples: Credit Agreement (Summit Materials, LLC), Credit Agreement (Summit Materials, Inc.), Credit Agreement (Summit Materials, Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a compliant drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 10:00 a.m. 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on (which reimbursement, in the case of a Letter of Credit denominated in an Alternative Currency, shall be in such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateAlternative Currency). If the Borrower fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then the Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the Borrower does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Borrower shall have received such eventnotice later than 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day), the Borrower shall be deemed to have requested requested, for the account of the Borrower, a Revolving Credit Borrowing of Base Rate Loans (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in Dollars) or Eurocurrency Rate Loans with a period of one month (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency which Eurocurrency Rate Loans shall be in the same Alternative Currency in which the relevant Letter of Credit is denominated) to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, as applicable, nor the conditions set forth in Section 4.03, but subject to the amount of the unutilized portion of the relevant Revolving Credit Commitments in respect of the Appropriate LendersRevolving Credit Facility. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and subject such drawing is not reimbursed on the same day as the day on which it is paid, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans or Eurocurrency Rate Loans, as applicable, under the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or Revolving Credit Facility until the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack date of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticereimbursement.
(ii) Each Revolving Credit Lender of the applicable Class (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Principal Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a relevant Letter of Credit not later than 12:00 noon 1:00 p.m., Local Time, on the Business Day specified in such 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 Base Rate Loan (or, in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency, a Eurocurrency Rate Loan with an interest period of one month denominated in such Alternative Currency) to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer in accordance with the instructions provided to the Administrative Agent by such L/C Issuer (which instructions may include standing payment instructions, which may be updated from time to time by such L/C Issuer, provided that, unless the Administrative Agent shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Administrative Agent).
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars (with respect to a Dollar denominated Letter of Credit) or in Alternative Currency (with respective to an Alternative Currency denominated Letter of Credit), in each case in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate then applicable to Base Rate Loans under the Revolving Credit Facility or Eurocurrency Rate Loans with an interest period of one month under the Revolving Credit Facility, as applicable. In such event, each Revolving Credit Lender’s payment under the Revolving Credit Facility to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender under the Revolving Credit Facility funds its Revolving Credit Loan under the Revolving Credit Facility or relevant L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any relevant Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or relevant L/C Advances to reimburse an L/C Issuer for amounts drawn under relevant Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to and shall survive the payment in full of the Obligations and the termination of this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice)Agreement. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any relevant Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender under the Revolving Credit Facility fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may beRate. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender under the Revolving Credit Facility (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable error.
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender under the Revolving Credit Facility such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to each Revolving Credit Lender under the Revolving Credit Facility its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender of the applicable Class shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate.
Appears in 3 contracts
Samples: Credit Agreement (Wyndham Hotels & Resorts, Inc.), Credit Agreement (Wyndham Hotels & Resorts, Inc.), Credit Agreement (Wyndham Destinations, Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “an "Borrower Honor Date”"), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “"Unreimbursed Amount”"), and the amount of such Appropriate Lender’s 's Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s 's Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon on the Business Day specified in such 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s 's payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s 's Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s 's obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s 's obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 's Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.
Appears in 3 contracts
Samples: Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Nexstar Broadcasting Group Inc)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon on the Business Day specified in such 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.
Appears in 3 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Nexstar Media Group, Inc.)
Drawings and Reimbursements; Funding of Participations. (ia) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer Issuing Lender shall notify promptly the Borrower and the Administrative Agent thereof. Not The Borrower shall reimburse the Issuing Lender, through the Administrative Agent, for the amount of any drawing under a Letter of Credit not later than 1:00 P.M., New York City time, on the date that such drawing is made (if the Borrower has received notice from the Issuing Lender of such drawing prior to 10:00 a.m. A.M., New York City time, on such date) or, if the Borrower has not received notice of such drawing prior to such time on such date, then not later than 1:00 P.M., New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 A.M., New York City time, on the day of receipt, or (ii) the Business Day immediately following the Business Day on which day that the Borrower shall have received notice of any Honor Date (orreceives such notice, if the Borrower shall have received such notice later than is not received prior to 10:00 a.m. on any Business DayA.M., New York City time, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount day of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to receipt (the date of on which such reimbursement by the Borrower on is due pursuant to this sentence being referred to herein as the Borrower Honor “Requested Reimbursement Date”). If the Borrower fails to so reimburse such L/C Issuer the Issuing Lender by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Requested Reimbursement Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing borrowing of Base Rate Loans to be disbursed on the Borrower Honor Requested Reimbursement Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples multiples, and notice periods, specified in Section 2.02 2.2 for the principal amount of Base Rate Loans. Such Base Rate Loans may from time to time be converted to Eurodollar Loans, but subject as determined by the Borrower and notified to the amount of Administrative Agent in accordance with Section 2.9, provided that no Revolving Credit Loan shall be made as a Eurodollar Loan after the unutilized portion of day that is one month prior to the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b)Termination Date. Any notice given by an L/C Issuer the Issuing Lender or the Administrative Agent pursuant to this Section 2.03(c)(i3.3(a) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(iib) Each Revolving Credit Lender (including any such the Lender acting as an L/C IssuerIssuing Lender) shall upon any notice pursuant to Section 2.03(c)(i3.3(a) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer Issuing Lender at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 P.M., New York City time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii3.3(a), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C IssuerIssuing Lender.
(iiic) With respect to If any Unreimbursed Amount in respect of drawing is made under a Letter of Credit that and is not fully reimbursed or refinanced by a Revolving Credit Borrowing of Base Rate Loans because on the conditions set forth in Section 4.02 cannot be satisfied or date such drawing is made, for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer Issuing Lender an L/C Borrowing in the amount of the Unreimbursed Amount that is not so reimbursed or refinanced, which L/C Borrowing (i) shall bear interest at the rate applicable to Base Rate Loans from and including the date that such drawing is paid by the Issuing Bank to but excluding the earlier of the date that such Unreimbursed Amount is so reimbursed or refinanced or the date that is the next Business Day following the Requested Reimbursement Date and, if not so reimbursed or refinanced on or prior to the date that is the next Business Day following the Requested Reimbursement Date, then, from and after the date that is the next Business Day following the Requested Reimbursement Date to but excluding the date so reimbursed or refinanced, the rate applicable to Base Rate Loans plus 2% and (ii) shall, on and after the date that is the next Business Day following the Requested Reimbursement Date, be due and payable on demand (together with interest) and shall bear interest at the Default Ratedemand. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer Issuing Lender pursuant to Section 2.03(c)(ii3.3(b) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.033.3.
(ivd) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) 3.3 to reimburse the relevant L/C Issuer Issuing Lender for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C IssuerIssuing Lender.
(ve) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer the Issuing Lender for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c)3.3, shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C IssuerIssuing Lender, the Borrower any Loan Party 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) 3.3 is subject to the conditions set forth in Section 4.02 4.2 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer Issuing Lender for the amount of any payment made by such L/C Issuer the Issuing Lender under any Letter of Credit, together with interest as provided herein.
(vif) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) 3.3 by the time specified in Section 2.03(c)(ii3.3(b), then, without limiting the other provisions of this Agreement, such L/C Issuer Issuing Lender shall be entitled to recover from such Lender (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 such L/C Issuer the Issuing Lender at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate determined by the Issuing Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer the Issuing Lender 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 Loan included in the relevant Borrowing borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer Issuing Lender submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause paragraph (vif) shall be conclusive absent demonstrable manifest error.
Appears in 3 contracts
Samples: Credit Agreement (White Mountains Insurance Group LTD), Credit Agreement (OneBeacon Insurance Group, Ltd.), Credit Agreement (OneBeacon Insurance Group, Ltd.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not No later than 10:00 a.m. on the one Business Day immediately following (x) the Business Day on which the Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit or (or, y) if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding immediately following Business Day) Day (each such date, a “Borrower Honor Required Reimbursement Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing in Dollars, together with interest on the amount so paid or disbursed by such Honor Date plus interest accruing at L/C Issuer, to the Base Rate from the Honor Date to extent not reimbursed on the date of reimbursement by such payment of disbursement. Notwithstanding the foregoing, if on the date of any drawing on any Letter of Credit, a Default exists with respect to the Borrower on under Section 9.01(f) or (g), the Borrower Honor DateRequired Reimbursement Date in respect of such Letter of Credit shall be the Business Day following such drawing without the requirement that any notice be delivered to the Borrower. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Appropriate Lender of the Honor Required Reimbursement Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Eurocurrency Rate Loans (or Base Rate Loans in the case of a Letter of Credit denominated in Dollars), in each case to be disbursed on the Borrower Honor Required Reimbursement Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Eurocurrency Rate Loans or Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, Lenders and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office for payments in an amount equal to its Applicable Revolving Credit Percentage Pro Rata Share of the any Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Revolving Credit Loan in the form of a Eurocurrency Rate Loan (or Base Rate Loan in the case of a Letter of Credit denominated in Dollars) to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Eurocurrency Rate Loans (or Base Rate Loans in the case of a Letter of Credit denominated in Dollars) because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.to
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Sabre Corp), Amendment and Restatement Agreement (Sabre Corp)
Drawings and Reimbursements; Funding of Participations. (ia) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer applicable Issuing Lender shall notify promptly the Borrower and the Administrative Agent thereof. Not The Borrower shall reimburse the applicable Issuing Lender, through the Administrative Agent, for the amount of any drawing under a Letter of Credit not later than 1:00 P.M. on the date that such drawing is made, if the Borrower has received notice from such Issuing Lender of such drawing prior to 10:00 a.m. A.M. on such date, or, if the Borrower has not received notice of such drawing prior to such time on such date, then not later than 1:00 P.M. on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 A.M. on the day of receipt, or (ii) the Business Day immediately following the Business Day day that the Borrower receives such notice, if such notice is not received prior to 10:00 A.M. on the day of such receipt (the date on which the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on is due pursuant to this sentence being referred to herein as the Borrower Honor “Requested Reimbursement Date”). If the Borrower fails to so reimburse such L/C Issuer Issuing Lender by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Requested Reimbursement Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing borrowing of Base Rate Loans to be disbursed on the Borrower Honor Requested Reimbursement Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples multiples, and notice periods, specified in Section 2.02 2.2 for the principal amount of Base Rate Loans. Such Base Rate Loans may from time to time be converted to Eurodollar Loans, but subject as determined by the Borrower and notified to the amount of Administrative Agent in accordance with Section 2.9, provided that no Revolving Credit Loan shall be made as a Eurodollar Loan after the unutilized portion of day that is one month prior to the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b)Termination Date. Any notice given by an L/C Issuer any Issuing Lender or the Administrative Agent pursuant to this Section 2.03(c)(i3.3(a) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(iib) Each Revolving Credit Lender (including any such Lender acting as an L/C IssuerIssuing Lender) shall upon any notice pursuant to Section 2.03(c)(i3.3(a) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer applicable Issuing Lender at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 4:00 P.M. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii3.3(a), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received and any Cash Collateral so applied to the relevant L/C Issuersuch Issuing Lender.
(iiic) With respect to If any Unreimbursed Amount in respect of drawing is made under a Letter of Credit that and is not fully reimbursed or refinanced by a Revolving Credit Borrowing of Base Rate Loans because on the conditions set forth in Section 4.02 cannot be satisfied or date such drawing is made, for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer applicable Issuing Lender an L/C Borrowing in the amount of the Unreimbursed Amount that is not so reimbursed or refinanced, which L/C Borrowing (i) shall bear interest at the rate applicable to Base Rate Loans from and including the date that such drawing is paid by such Issuing Lender to but excluding the earlier of the date that such Unreimbursed Amount is so reimbursed or refinanced or the date that is the next Business Day following the Requested Reimbursement Date and, if not so reimbursed or refinanced on or prior to the date that is the next Business Day following the Requested Reimbursement Date, then, from and after the date that is the next Business Day following the Requested Reimbursement Date to but excluding the date so reimbursed or refinanced, the rate applicable to Base Rate Loans plus 2% and (ii) shall, on and after the date that is the next Business Day following the Requested Reimbursement Date, be due and payable on demand (together with interest) and shall bear interest at the Default Ratedemand. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Lender pursuant to Section 2.03(c)(ii3.3(b) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.033.3.
(ivd) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) 3.3 to reimburse the relevant L/C Issuer applicable Issuing Lender for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuersuch Issuing Lender.
(ve) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer each Issuing Lender for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c)3.3, shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuerany Issuing Lender, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) 3.3 is subject to the conditions set forth in Section 4.02 4.2 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer each Issuing Lender for the amount of any payment made by such L/C Issuer Issuing Lender under any Letter of Credit, together with interest as provided herein.
(vif) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) 3.3 by the time specified in Section 2.03(c)(ii3.3(b), then, without limiting the other provisions of this Agreement, such L/C Issuer Issuing Lender shall be entitled to recover from such Lender (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 such L/C Issuer Issuing Lender at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate determined by such Issuing Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer Issuing Lender 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 Loan included in the relevant Borrowing borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer an Issuing Lender submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause paragraph (vif) shall be conclusive absent demonstrable manifest error.
Appears in 2 contracts
Samples: Credit Agreement (White Mountains Insurance Group LTD), Credit Agreement (White Mountains Insurance Group LTD)
Drawings and Reimbursements; Funding of Participations. (ia) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall promptly notify promptly the Borrower Company and the Administrative Agent thereof. Not later than 10:00 If the Company receives notice of a drawing under a Letter of Credit prior to 11:00 a.m. (Charlotte time) on the Business Day immediately following the Business Day on which such drawing is honored by the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) L/C Issuer (each such date, a an “Borrower Honor Date”), the Borrower Company shall reimburse such the L/C Issuer through prior to 1:00 p.m. (Charlotte time) on the Administrative Agent in an amount equal to Honor Date for the amount paid by the L/C Issuer in respect of such drawing. If the Company receives notice of a drawing under a Letter of Credit at or after 11:00 a.m. (Charlotte time) on the Honor Date, the Company may make such Honor Date plus reimbursement on the immediately following Business Day (and interest accruing at on the Base Rate amount so paid by the L/C Issuer shall accrue for the account of the L/C Issuer from the Honor Date to such immediately following Business Day at a rate per annum equal to the date of reimbursement by Base Rate (or such other rate as the Borrower on Company and the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer shall agree)). If the Company fails to reimburse the L/C Issuer for the full amount of any drawing under any Letter of Credit by such 1:00 p.m. (Charlotte time) on the date required pursuant to the two preceding sentences, the L/C Issuer will promptly notify the Administrative Agent shall and the Administrative Agent will promptly notify each Revolving Credit Lender thereof, and the Company shall be deemed to have requested that Base Rate Loans be made by the Lenders to be disbursed on such date in payment of the Honor Date, the amount unpaid reimbursement obligations with respect to such Letter of the unreimbursed drawing Credit (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, Aggregate Commitment and subject to the conditions set forth in Section 4.02(b)4.2, other than any notice requirement and without regard to any requirement that Borrowings be in a particular amount. Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(isubsection 2.7.3(a) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(iib) Each Revolving Credit Lender (including any such the Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(isubsection 2.7.3(a) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage Total Pro Rata Share of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 p.m. (Charlotte time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iiisubsection 2.7.3(c), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower Company in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iiic) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 4.2 cannot be satisfied or for any other reason, the Borrower Company shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(iisubsection 2.7.3(b) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.032.7.
(ivd) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) subsection 2.7.3 to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage Total Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.
(ve) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c)subsection 2.7.3, shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrower Company or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a an Event of Default or Unmatured Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) subsection 2.7.3 is subject to the conditions set forth in Section 4.02 4.2 (other than delivery by the Borrower Company of a Loan NoticeNotice of Borrowing). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower Company to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vif) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) subsection 2.7.3 by the time specified in Section 2.03(c)(iisubsection 2.7.3(b), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such the L/C Issuer at a rate per annum equal to the applicable Overnight Federal Funds Rate then from time to time in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Smith a O Corp), Credit Agreement (Smith a O Corp)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a compliant drawing resulting in a L/C Disbursement under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower Borrowers and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following On the Business Day on which the Borrower Borrowers shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower Borrowers shall have received such notice later than 10:00 a.m. 12:00 p.m. on any Business Day, on the second succeeding immediately following Business Day) (each such date, a an “Borrower Honor Date”), the Borrower Borrowers shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Datedrawing. If the Borrower fails Borrowers fail to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Legacy Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage Legacy Pro Rata Share thereof. In such event, the Borrower Borrowers shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Legacy Commitments of the Appropriate Legacy Lenders, and subject to the conditions set forth in Section 4.02(b5.02 (other than the delivery of a Loan Notice or the requirement that the Total Legacy Outstandings not exceed the Legacy Line Cap at such time). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 Legacy Lender (including any such Legacy Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i), whether or not the Total Legacy Outstandings exceed the Legacy Line Cap (provided that no Legacy Lender shall be required to fund in excess of its Legacy Commitment) at such time before or after such Borrowing make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office for payments in an amount equal to its Applicable Revolving Credit Percentage Legacy Pro Rata Share of the any Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 p.m. (New York City time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Legacy Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower Borrowers in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 5.02 cannot be satisfied or for any other reason, the Borrower Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Legacy Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Legacy Lender funds its Legacy Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Legacy Lender’s Applicable Revolving Credit Percentage Legacy Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Legacy Lender’s obligation to make Legacy Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 Legacy Lender may have against the relevant L/C Issuer, the Borrower Borrowers 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, provided that each Revolving Credit Legacy Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 5.02 (other than delivery by the Borrower Borrowers of a Loan Notice); provided further that in no event shall a Legacy Lender be required to fund in excess of its Legacy Commitment. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower Borrowers to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Legacy Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Legacy Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Legacy Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may beFederal Funds Rate. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Legacy Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable manifest error.
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Legacy Lender such Legacy Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to each Legacy Lender its Legacy Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Legacy Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Legacy Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Legacy Pro Rata Share (but in no event in excess of such Legacy Lender’s Legacy Commitment) thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by the Administrative Agent or the applicable L/C Issuer, at a rate per annum equal to the Federal Funds Rate.
Appears in 2 contracts
Samples: Abl Credit Agreement (Ardent Health Partners, LLC), Abl Credit Agreement (Ardent Health Partners, LLC)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon on the Business Day specified in such 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such LenderLxxxxx’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit LenderLxxxxx’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.
Appears in 2 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Facility A Letter of Credit of any compliant notice of a drawing under such Facility A Letter of Credit, the relevant applicable Facility A L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereofthereof (such notification provided by a Facility A L/C Issuer to the Borrower and the Administrative Agent being referred to herein as a “Facility A L/C Draw Notice”). Not later than 10:00 If a Facility A L/C Draw Notice with respect to a Facility A Letter of Credit is received by the Borrower (x) on or prior to 11:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice date of any Honor Date (or, if the Borrower shall have received payment by such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) Facility A L/C Issuer under a Facility A Letter of Credit (each such date, a “Borrower Facility A L/C Honor Date”), then, not later than 1:00 p.m. on the Facility A L/C Honor Date, the Borrower shall reimburse such Facility A L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing or (y) after 11:00 a.m. on the Facility A L/C Honor Date, then, not later than 11:00 a.m. on the first Business Day following the Facility A L/C Honor Date, the Borrower shall reimburse the Facility A L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing (such date on which the Borrower, pursuant to clauses (x) and (y) of this sentence, is required to reimburse the Facility A L/C Issuer for a drawing under a Facility A Letter of Credit is referred to herein as the “Facility A L/C Reimbursement Date”); provided, however, that if the Facility A L/C Reimbursement Date for a drawing under a Facility A Letter of Credit is the Business Day following the Facility A L/C Honor Date plus pursuant to clause (y) of this sentence, the Facility A Unreimbursed Amount shall accrue interest accruing from and including the Facility A L/C Honor Date until such time as the Facility A L/C Issuer is reimbursed in full therefor (whether through payment by the Borrower and/or through a Committed Revolving A Credit Loan or Facility A L/C Borrowing made in accordance with paragraph (ii) or (iii) of this Section 2.04(c)) at a rate equal to (A) for the Base Rate period from and including the Facility A L/C Honor Date to but excluding the date first Business Day to occur thereafter, the rate of reimbursement interest then applicable to a Revolving A Credit Loan that is a Base Rate Loan and (B) thereafter, at the Default Rate applicable to a Revolving A Credit Loan that is a Base Rate Loan. Interest accruing on the Facility A Unreimbursed Amount pursuant to the proviso to the immediately preceding sentence shall be payable by the Borrower on upon demand to the Borrower Honor DateAdministrative Agent, solely for the account of the applicable Facility A L/C Issuer. If the Borrower fails to so reimburse such the applicable Facility A L/C Issuer by such timefor the full amount of the Facility A Unreimbursed Amount in accordance with the preceding sentence on the applicable L/C Reimbursement Date, the Administrative Agent shall promptly notify each Revolving Credit A Lender that a payment was made on the Facility A Letter of Credit, the Facility A L/C Honor Date, the Facility A L/C Reimbursement Date (if different from the Facility A L/C Honor Date), the amount of the unreimbursed drawing (the “Facility A Unreimbursed Amount”), and the amount of such Appropriate Revolving A Lender’s Applicable Revolving A Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit A Committed Borrowing of Base Rate Loans to be disbursed on the Borrower Facility A L/C Honor Date in an amount equal to the Facility A Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving A Credit Commitments of the Appropriate Lenders, Facility and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an a Facility A L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.04(c)(i) may be given by telephone if promptly 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 A Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.04(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant applicable Facility A L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving A Credit Percentage of the Facility A Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii2.04(c)(iii), each Revolving Credit A Lender that so makes funds available shall be deemed to have made a Committed Revolving A Credit Loan consisting of a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant applicable Facility A L/C Issuer.
(iii) With respect to any Facility A Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit A Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant applicable Facility A L/C Issuer an a Facility A L/C Borrowing in the amount of the Facility A Unreimbursed Amount that is not so refinanced, which Facility A L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate applicable to a Commitment Revolving A Credit Loan that is a Base Rate Loan. In such event, each Revolving Credit A Lender’s payment to the Administrative Agent for the account of the relevant applicable Facility A L/C Issuer pursuant to Section 2.03(c)(ii2.04(c)(ii) shall be deemed payment in respect of its participation in such Facility A L/C Borrowing and shall constitute an a Facility A L/C Advance from such Revolving A Lender in satisfaction of its participation obligation under this Section 2.032.04.
(iv) Until each Revolving Credit A Lender funds its Committed Revolving A Credit Loan or Facility A L/C Advance pursuant to this Section 2.03(c2.04(c) to reimburse the relevant applicable Facility A L/C Issuer for any amount drawn under any Facility A Letter of Credit, interest in respect of such Revolving A Lender’s Applicable Revolving A Credit Percentage of such amount shall be solely for the account of the relevant such Facility A L/C Issuer.
(v) Each Revolving Credit A Lender’s obligation to make Committed Revolving A Credit Loans or Facility A L/C Advances to reimburse an the applicable Facility A L/C Issuer Issuers for amounts drawn under any Facility A Letters of Credit, as contemplated by this Section 2.03(c2.04(c), 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 Revolving A Lender may have against the relevant such Facility A L/C Issuer, 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 Revolving Credit A Lender’s obligation to make Committed Revolving A Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an a Facility A L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant applicable Facility A L/C Issuer for the amount of any payment made by such Facility A L/C Issuer under any Facility A Letter of CreditCredit issued by such Facility A L/C Issuer, together with interest as provided herein.
(vi) If any Revolving Credit A Lender fails to make available to the Administrative Agent for the account of the relevant applicable Facility A L/C Issuer any amount required to be paid by such Revolving A Lender pursuant to the foregoing provisions of this Section 2.03(c2.04(c) by the time specified in Section 2.03(c)(ii2.04(c)(ii), then, without limiting the other provisions of this Agreement, such Facility A L/C Issuer shall be entitled to recover from such Revolving A Lender (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 such Facility A L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate determined by such Facility A L/C Issuer in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Facility A L/C Issuer in connection with the foregoing. If such Revolving A Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving A Lender’s Committed Revolving A Credit Loan included in the relevant Revolving A Committed Borrowing or Facility A L/C Advance in respect of the relevant Facility A L/C Borrowing, as the case may be. A certificate of the relevant applicable Facility A L/C Issuer submitted to any Revolving Credit A Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Paramount Group, Inc.), Credit Agreement (Paramount Group, Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Revolver Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 10:00 a.m. 1:00 p.m. on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Revolver Agent in Dollars in an amount equal to the amount Dollar Equivalent of such drawing on such Honor Date plus interest accruing at using the Base Exchange Rate from the Honor Date in relation to the date of reimbursement by the Borrower Dollars in effect on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then, in the case of each L/C Borrowing, the Administrative Revolver Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing in Dollars (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the Borrower does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Borrower shall have received such eventnotice later than 1:00 p.m. on any Business Day, on the second succeeding Business Day), the Borrower shall be deemed to have requested a Revolving Credit Borrowing denominated in Dollars of Base Rate Loans to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate LendersCommitments, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Revolver Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and such drawing is not reimbursed on the same day, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans under the Revolving Credit Facility until the date of reimbursement.
(ii) Each Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Revolver Agent may apply Cash Collateral provided for this purpose) in Dollars for the account of the relevant L/C Issuer at the Administrative Agent’s Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 p.m., New York City time, on the Business Day specified in such notice by the Administrative Revolver Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), whereupon each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Revolver Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Revolver Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, the a 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, provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Revolver Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Revolver 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 such L/C Issuer at the greater of the Federal Funds Rate and a rate per annum equal to determined by the applicable Overnight Rate then Revolver Agent in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may bebanking industry rules on interbank compensation. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Revolver Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable error.
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Revolver Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Revolver Agent), the Revolver Agent will distribute to each Revolving Credit Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Revolver Agent.
(viii) If any payment received by the Revolver Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Revolver Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Revolver Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate.
Appears in 2 contracts
Samples: Credit Agreement (Frontier Communications Parent, Inc.), Credit Agreement (Frontier Communications Corp)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer applicable Issuing Bank shall notify promptly the Applicable Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on Following any payment by the Business Day immediately following the Business Day on which the Borrower shall have received notice applicable Issuing Bank under a Letter of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) Credit (each date of such datea payment, a an “Borrower Honor Date”), the Applicable Borrower shall reimburse such L/C Issuer Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing on or, in the case of a Letter of Credit denominated in a Committed Currency, the Equivalent of the amount of such Honor Date plus drawing in Dollars (together with interest accruing thereon at the rate set forth in Section 2.07 for Revolving Credit Advances bearing interest at the Base Rate from Rate), such reimbursement to be made not later than 11:00 a.m. (New York City time) on the Honor Date to or the earliest succeeding Business Day on which the Applicable Borrower receives notice of such payment; provided that if such notice is received later than 10:00 a.m. (New York City time) on such date of receipt, the reimbursement by the Borrower shall be due not later than 11:00 a.m. (New York City time) on the Borrower Honor DateBusiness Day immediately succeeding the Business Day of receipt thereof. If the Applicable Borrower fails to so reimburse such L/C Issuer the applicable 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 (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, the Applicable Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to to, and in the same currency as, the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 2.01 for the principal amount of Base Rate LoansBorrowings, but subject to the amount of the unutilized portion of the Unused Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b3.02 (other than the delivery of a Notice of Borrowing). Any notice given by an L/C Issuer Issuing Bank or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such a Revolving Credit Lender acting as an L/C IssuerIssuing Bank) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer applicable Issuing Bank at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage Pro Rata Share of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 p.m. (New York City time) on the Business Day specified in such 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 Base Rate Loan Letter of Credit Advance to the Applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuerapplicable Issuing Bank.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 3.02 cannot be satisfied or for any other reason, the Applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing applicable Issuing Bank a Letter of Credit Advance in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing Letter of Credit Advance shall be due and payable on demand (together with interest) and shall bear interest at the Default Raterate described in Section 2.07(b). In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing Letter of Credit Advance and shall constitute an L/C 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 Loan Advance or L/C Letter of Credit Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer applicable Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuersuch Issuing Bank.
(v) Each Revolving Credit Lender’s obligation hereunder to make Revolving fund its participation in respect of Letters of Credit Loans or L/C (including by making Letter of Credit Advances to reimburse an L/C Issuer the applicable Issuing Bank for amounts drawn under Letters of Credit), as contemplated by this Section 2.03(c)2.03, shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against the relevant L/C Issuersuch Issuing Bank, the any Revolving Credit 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C a Letter of Credit Advance shall relieve or otherwise impair the obligation of the any Revolving Credit Borrower to reimburse the relevant L/C Issuer applicable Issuing Bank for the amount of any payment made by such L/C Issuer Issuing Bank under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in this Section 2.03(c)(ii2.03(c), then, without limiting the other provisions of this Agreement, such L/C Issuer Issuing Bank shall be entitled to recover from such Revolving Credit Lender (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 such L/C Issuer Issuing Bank at a rate per annum equal to (x) the Federal Funds Rate in the case of any amount denominated in Dollars or (y) the cost of funds incurred by the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance Issuing Bank in respect of the relevant L/C Borrowing, as the case may besuch amount denominated in Foreign Currencies. A certificate of the relevant L/C Issuer applicable Issuing Bank submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable manifest error.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Dana Inc), Credit and Guaranty Agreement (Dana Inc)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not If the L/C Issuer shall make any disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such disbursement by paying to the Administrative Agent an amount equal to such disbursement not later than 2:00 p.m. on the date that such disbursement is made (the “Honor Date”), if the Borrower Agent shall have received notice of such disbursement prior to 10:00 a.m. on the Honor Date, or, if such notice has not been received by the Borrower Agent prior to such time on the Honor Date, then not later than (i) 2:00 p.m. on the Business Day that the Borrower Agent receives such notice, if such notice is received prior to 10:00 a.m. on the day of receipt, or (ii) 12:00 noon on the Business Day immediately following the Business Day on which day that the Borrower shall have received notice of any Honor Date (orAgent receives such notice, if the Borrower shall have received such notice later than is not received prior to 10:00 a.m. on any Business Daythe day of receipt; provided that the Borrowers may, on subject to the second succeeding Business Day) (each conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such datepayment be financed with a Borrowing in an equivalent amount and, a “Borrower Honor Date”)to the extent so financed, the Borrower Borrowers’ obligation to make such payment shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement be discharged and replaced by the Borrower on the Borrower Honor Dateresulting Revolving Credit Borrowing. If the Borrower fails Borrowers fail to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower Borrowers shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Loan Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to (and the Administrative Agent may apply Cash Collateral provided for this purpose) the Administrative Agent for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower Borrowers in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, the Borrower Borrowers 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower Agent of a Loan NoticeNotice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower Borrowers to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate determined by the L/C Issuer in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such the L/C Issuer 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 Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Tidewater Inc), Credit Agreement (Tidewater Inc)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant applicable L/C Issuer shall, within the period determined by applicable Law or rules specified in such Letter of Credit, examine drawing document(s). After such examination of drawing document(s), the applicable L/C Issuer shall notify promptly the Borrower of the date and the Administrative Agent thereofamount of a draft presented under any Letter of Credit and paid by such L/C Issuer. Not later than 10:00 a.m. Each L/C Issuer shall notify the Borrower on the Business Day immediately following the Business Day on which the Borrower shall have received notice date of any Honor Date (or, if the Borrower shall have received payment by such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) L/C Issuer under a Letter of Credit (each such date, a an “Borrower Honor Date”), and the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing no later than on the next succeeding Business Day (and any reimbursement made on such next Business Day shall be taken into account in computing interest and fees in respect of any such Letter of Credit) after the Borrower shall have received notice of such payment with interest on the amount so paid or disbursed by such L/C Issuer, to the extent not reimbursed prior to 3:00 p.m. (New York City time) on the applicable Honor Date plus interest accruing Date, from and including the date paid or disbursed to but excluding the date such L/C Issuer was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Honor Date Applicable Rate as in effect from time to the date of reimbursement by the Borrower on the Borrower Honor Datetime for Revolving Credit Loans that are maintained as Base Rate Loans. If the Borrower fails to so reimburse such L/C Issuer by on such timenext Business Day, the L/C Issuer will notify the Administrative Agent thereof and the Administrative Agent shall promptly notify each Revolving Credit Lender under the applicable Revolving Tranche of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, in the case of an Unreimbursed Amount, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date such date in an amount equal to to, and denominated in the same currency as, the Unreimbursed Amount, in accordance with the requirements of Section 2.02 but without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, as the case may be, but subject to the amount of the unutilized unused portion of the Revolving Credit Commitments of the Appropriate Lenders, under such Revolving Tranche and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.03(d)(i) may be given by telephone if promptly confirmed in writing; provided that the lack of such an immediate a prompt confirmation shall not affect the conclusiveness or binding effect of such notice.
(ii) Each Revolving Credit Lender (including any such each Lender acting as an L/C Issuer) under the applicable Revolving Tranche shall upon any notice pursuant to Section 2.03(c)(i2.03(d)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant applicable L/C Issuer Issuer, at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage applicable Pro Rata Share of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 3:00 p.m. (New York City time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii2.03(d)(iii), each Revolving Credit Lender under such Revolving Tranche that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Loan under such Revolving Tranche to the Borrower in such amount. The Administrative Agent shall promptly remit the funds so received to the relevant applicable L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied (other than the condition in Section 4.02(c), which shall be deemed to be satisfied) or for any other reason, the Borrower shall be deemed to have incurred from the relevant applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate then applicable to Base Rate Revolving Credit Loans. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant applicable L/C Issuer pursuant to Section 2.03(c)(ii2.03(d)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender under the applicable Revolving Tranche funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.03(d) to reimburse the relevant applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage applicable Pro Rata Share of such amount shall be solely for the account of the relevant such L/C Issuer.
(v) Each applicable Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.03(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 the relevant such L/C Issuer, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c2.03(d) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant applicable L/C Issuer for the amount of any payment made by such the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.03(d) by the time specified in Section 2.03(c)(ii2.03(d)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then from time to time in effecteffect and a rate reasonably determined by such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid)principal amount, the amount so paid (less interest and fees) shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(d)(vi) shall be conclusive absent demonstrable manifest error.
Appears in 2 contracts
Samples: First Lien Credit Agreement (ZoomInfo Technologies Inc.), First Lien Credit Agreement
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. 1:00 p.m. (New York City time) on (1) the next Business Day immediately following the Business Day on which date of any honoring of a drawing by an L/C Issuer under a Letter of Credit that the Borrower shall have received receives notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) thereof (each such date, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at in Dollars; provided that the Base Rate from the Honor Date Borrower may, subject to the date of reimbursement conditions to borrowing set forth herein, request in accordance with this Section 2.03 that such payment be financed with a Revolving Credit Borrowing under the Revolving Credit Facility or a Swing Line Borrowing under the Swing Line Facility in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the Borrower on the Borrower Honor Dateresulting Revolving Credit Borrowing or Swing Line Borrowing, as applicable. If the Borrower fails to so reimburse such L/C Issuer by such time, such L/C Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage Pro Rata Share provided for under this Agreement thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an aggregate amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, as applicable, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, Lenders and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 Appropriate Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer in Dollars at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 2:00 p.m. (New York City time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Appropriate Lender that so makes funds available shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan or Eurocurrency Rate Loan, as applicable, to the Borrower in such amount. The Administrative Agent shall promptly remit the funds so received to the relevant L/C IssuerIssuer in Dollars.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans or Eurocurrency Rate Loans, as applicable, because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest (which begins to accrue upon funding by the L/C Issuer) at the Default RateRate for Revolving Credit Loans. In such event, each Revolving Credit Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Appropriate Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage Pro Rata Share or other applicable share provided for under this Agreement of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or fund L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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, provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance or Revolving Credit Loan shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Federal Funds Effective Rate then from time to time in effect, plus any reasonable administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Apria, Inc.), Credit Agreement (Apria, Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from On the beneficiary date of any payment by any Sterling L/C Issuer under any Sterling Letter of Credit of any notice of a drawing under (each such Letter of Creditdate, an “Sterling Honor Date”), the relevant Sterling L/C Issuer shall notify promptly the UK Borrower and the UK Administrative Agent thereofof such payment. Not If the relevant Sterling L/C Issuer shall give such notice prior to 11:00 A.M. on the Sterling Honor Date, by not later than 10:00 a.m. 11:00 A.M. on the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Sterling Honor Date”), the UK Borrower shall reimburse such the relevant Sterling L/C Issuer through the UK Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Datedrawing. If the UK Borrower fails to so reimburse such the relevant Sterling L/C Issuer by such time11:00 A.M. on the Sterling Honor Date, the UK Administrative Agent shall promptly notify each Revolving Credit Lender UK Bank of the Sterling Honor Date, the amount of the unreimbursed drawing (the “Sterling Unreimbursed Amount”), and the amount of such Appropriate LenderUK Bank’s Applicable Revolving Credit Percentage Sterling Pro Rata Share thereof. In such event, the UK Borrower shall be deemed to have requested a Revolving Credit UK Borrowing of Base Rate Loans Sterling Advances with a seven day Sterling Interest Period to be disbursed on the Borrower Sterling Honor Date in an amount equal to the Sterling Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to compliance with the conditions set forth in Section 4.02(b3.2B (other than (i) the delivery of a Sterling Notice of Borrowing and (ii) the absence of an event that would constitute an Event of Default but for the requirement of time elapse which is based upon the UK Borrower’s failure to fully and timely reimburse for such drawing). Any notice given by an any Sterling L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2B.8(c)(i) may be given by telephone if promptly 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 UK Bank (including any such Lender the UK Bank acting as an Sterling L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2B.8(c)(i) make funds available (and to the UK Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant Sterling L/C Issuer at the UK Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage Sterling Pro Rata Share of the Sterling Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 P.M. on the Business Day Sterling Honor Date specified in such notice by the UK Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii2B.8(c)(iii), each Revolving Credit Lender UK Bank that so makes funds available shall be deemed to have made a Base Rate Loan Sterling Advance with a seven day Sterling Interest Period subject to compliance with the conditions set forth in Section 3.2 (other than (i) the delivery of a Sterling Notice of Borrowing and (ii) the absence of an event that would constitute an Event of Default but for the requirement of time elapse which is based upon the UK Borrower’s failure to fully and timely reimburse for such drawing) to the UK Borrower in such amountamount and the corresponding Sterling Unreimbursed Amount shall be deemed refinanced. The UK Administrative Agent shall remit the funds so received to the relevant Sterling L/C Issuer.
(iii) With respect to any Sterling Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Sterling Borrowing of Base Rate Loans Sterling Advances pursuant to a Sterling Borrowing under Section 2B.1 or a deemed Sterling Borrowing under Section 2B.8(c)(i) or (ii) because the conditions set forth in Section 4.02 3B.2 and not excused under Section 2B.8(c)(i) or (ii) cannot be satisfied or for any other reasonon the Honor Date, the Borrower shall be deemed to have incurred from then (A) the relevant Sterling L/C Issuer an L/C Borrowing in will notify the UK Borrower of such event and the amount of the such Sterling Unreimbursed Amount that has not been refinanced and (B) such Sterling Unreimbursed Amount that is not so refinanced, which L/C Borrowing refinanced (1) shall thereafter bear interest on the amount thereof from time to time outstanding at a rate per annum equal to 2% above the Sterling LIBO Rate with a seven day Sterling Interest Period in effect from time to time and (2) shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate15th day following the UK Borrower’s receipt of such notice from such Sterling L/C Issuer. In such event, each Revolving Credit LenderUK Bank’s payment to the UK Administrative Agent for the account of the relevant Sterling L/C Issuer pursuant to Section 2.03(c)(ii2B.8(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing Sterling Unreimbursed Amount and shall constitute an a Sterling L/C Advance from such Lender UK Bank in satisfaction of its participation obligation under this Section 2.032B.8.
(iv) Until each Revolving Credit Lender UK Bank funds its Revolving Credit Loan Sterling Advance or Sterling L/C Advance pursuant to this Section 2.03(c2B.8(c) to reimburse the relevant Sterling L/C Issuer for any amount drawn under any Sterling Letter of Credit, interest in respect of such LenderUK Bank’s Applicable Revolving Credit Percentage Sterling Pro Rata Share of such amount shall be solely for the account of the relevant Sterling L/C Issuer.
(v) Each Revolving Credit LenderUK Bank’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the relevant Sterling L/C Issuer for amounts drawn under Sterling Letters of Credit, as contemplated by this Section 2.03(c2B.8(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender UK Bank may have against the relevant Sterling L/C Issuer, the UK 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 Revolving Credit Lender’s obligation . No such making of a reimbursement to make Revolving Credit Loans (but not a Sterling L/C Advances) pursuant Issuer shall constitute a Sterling Borrowing if the UK Borrower is unable to this Section 2.03(c) is subject to satisfy the conditions set forth in Section 4.02 3.2 (other than (i) delivery by the UK Borrower of a Loan Notice). No Sterling Notice of Borrowing and (ii) the absence of an event that would constitute an Event of Default but for the requirement of time elapse which is based upon the UK Borrower’s failure to fully and timely reimburse for such drawing) and no such making of an L/C Advance a reimbursement shall relieve or otherwise impair the obligation of the UK Borrower to reimburse the relevant Sterling L/C Issuer for the amount of any payment made by such the relevant Sterling L/C Issuer under any Sterling Letter of Credit, together with interest as provided hereinin Section 2B.8(c).
(vi) If any Revolving Credit Lender UK Bank fails to make available to the UK Administrative Agent for the account of the relevant a Sterling L/C Issuer any amount required to be paid by such Lender UK Bank pursuant to the foregoing provisions of this Section 2.03(c2B.8(c) by the time specified in Section 2.03(c)(ii2B.8(c)(ii), then, without limiting the other provisions of this Agreement, such relevant Sterling L/C Issuer shall be entitled to recover from such Lender UK Bank (acting through the UK 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 such the relevant Sterling L/C Issuer at a rate per annum equal to the applicable Overnight Sterling LIBO Rate then from time to time in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant a Sterling L/C Issuer submitted to any Revolving Credit Lender UK Bank (through the UK Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable manifest error.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Eog Resources Inc), Revolving Credit Agreement (Eog Resources Inc)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender under the applicable Revolving Credit Tranche of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Percentage under the applicable Revolving Credit Percentage TranchePercentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 under the applicable Revolving Credit Tranche (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the applicable Revolving Credit Percentage TranchePercentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon on the Business Day specified in such 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, the payment of each Revolving Credit LenderLender under the applicable Revolving Credit TrancheLender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender under the applicable Revolving Credit Tranche funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of the applicable Revolving Credit Percentage TranchePercentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each The obligation of eachEach Revolving Credit LenderLender under the applicable Revolving Credit TrancheLender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 the obligation of each Revolving Credit LenderLender under the applicable Revolving Credit TrancheLender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender under the applicable Revolving Credit Tranche fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.
Appears in 2 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant applicable L/C Issuer shall notify promptly the Lead Borrower and the Administrative Agent thereof. Not later than 10:00 the later of (A) 11:00 a.m. on the date of any payment by the applicable L/C Issuer under a Letter of Credit (each such date, an “Honor Date”) or (B) 11:00 a.m. on the Business Day immediately following the Business Day on which date that notice is given pursuant to the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”)immediately preceding sentence, the Lead Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date(a “Drawing”). If the Lead Borrower fails to so reimburse such the applicable L/C Issuer by such time, such L/C Issuer shall notify the Administrative Agent who shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s (x) Tranche 2 Applicable Adjusted Percentage of all Tranche 2 L/C Participations outstanding at such time (such Tranche 2 Revolving Credit Lender’s “Tranche 2 L/C Reimbursement Percentage”) and (y) Tranche 1 Applicable Adjusted Percentage thereofof all Tranche 1 L/C Participations outstanding at such time (such Tranche 1 Revolving Credit Lender’s “Tranche 1 L/C Reimbursement Percentage”). In such event, the Lead Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans (as a Tranche 2 Revolving Credit Borrowing (to the extent of the L/C Participations referred to in immediately preceding clause (x)) and as a Tranche 1 Revolving Credit Borrowing (to the extent of the L/C Participations referred to in immediately preceding clause (y)) to be disbursed on the Borrower Honor Date in an aggregate amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Tranche 1 Available Commitments of the Appropriate Lenders, and subject to Tranche 2 Available Commitments and the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. If an L/C Issuer shall make any Drawing, then, unless a Borrower shall have reimbursed such Drawing in full on the date such Drawing is made, the unpaid amount thereof shall bear interest payable on demand, for each day from and including the date such Drawing is made to and including the Honor Date, at the interest rate then in effect for Tranche 1 Base Rate Loans (to the extent the Letter of Credit giving rise to such Drawing is covered by Tranche 1 L/C Participations) and for Tranche 2 Base Rate Loans (to the extent the Letter of Credit giving rise to such Drawing is covered by Tranche 2 L/C Participations), and thereafter, at the rate per annum determined pursuant to Section 2.08(b) for Tranche 1 Base Rate Loans or Tranche 2 Base Rate Loans, as the case may be, until (but excluding) the date that Borrowers reimburse such Drawing. Interest accrued pursuant to the immediately preceding sentence shall be for the account of the applicable L/C Issuer, except that interest accrued on and after the date of payment by any Revolving Credit Lender pursuant to Section 2.03(c)(ii) or (iii) to reimburse the applicable L/C Issuer shall be for the account of such Revolving Credit Lender to the extent of such payment.
(ii) Each Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Tranche 2 L/C Reimbursement Percentage and its Tranche 1 L/C Reimbursement Percentage (if any) of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii), each such Revolving Credit Lender that so makes funds available shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan (as a Tranche 1 Revolving Credit Loan, in the case of Tranche 1 Revolving Credit Lender, or a Tranche 2 Revolving Credit Loan, in the case of Tranche 2 Revolving Credit Lender) to the Lead Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant applicable L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Lead Borrower shall be deemed to have incurred from the relevant applicable L/C Issuer an (x) to the extent Tranche 1 L/C Borrowing Participations cover the Letter of Credit giving rise to such Unreimbursed Amount, an extension of credit in the amount of such Tranche 1 L/C Participations (a “Tranche 1 L/C Borrowing”) and (y) to the extent Tranche 2 L/C Participations cover the Letter of Credit giving rise to such Unreimbursed Amount, an extension of credit in the amount of such Tranche 2 L/C Participations (a “Tranche 2 L/C Borrowing”; the Tranche 1 L/C Borrowings and the Tranche 2 L/C Borrowings are collectively referred to as the “L/C Borrowings”) in each case to the extent the Unreimbursed Amount that is not so refinanced, which L/C Borrowing Borrowings shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation Tranche 1 L/C Participation and Tranche 2 L/C Participation, as the case may be, in such L/C Borrowing in satisfaction of its participation obligation under this Section 2.03 and shall constitute an L/C 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 Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Adjusted Percentage of such amount shall be solely for the account of the relevant such L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or fund L/C Advances to reimburse an the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 Revolving Credit Lender may have against the relevant applicable L/C Issuer, the Lead 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c2.03(c)(ii) is subject to the conditions set forth in Section 4.02 (other than delivery by the Lead Borrower of a Committed Loan Notice). No such making funding of an L/C Advance or Revolving Credit Loan shall relieve or otherwise impair the obligation of the Lead Borrower to reimburse the relevant applicable L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant any L/C Issuer any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii) (an “Unpaid L/C Lender Amount”), then, without limiting the other provisions of this Agreement, such applicable L/C Issuer shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount Unpaid L/C Lender 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 such L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate determined by such L/C Issuer in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Revolving Credit Lender pays such amount Unpaid L/C Lender Amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Lender’s Loan Tranche 1 Revolving Credit Loan, in the case of Tranche 1 L/C Participations, or Tranche 2 Revolving Credit Loan, in the case of Tranche 2 L/C Participations, included in the relevant Borrowing or L/C Advance in respect of the relevant L/C BorrowingAdvance, as the case may be. A certificate of the relevant applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Dominion Textile (Usa), L.L.C.), Credit Agreement (Dominion Textile (Usa), L.L.C.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of CreditCredit (a “Drawing Request”), the relevant L/C Issuer Applicable Issuing Party shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on of the Business Day immediately following receipt of such Drawing Request and of the Business Day on which date the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received Applicable Issuing Party is requested to honor such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a an “Borrower Honor Date”). Not later than (x) 11:00 a.m. New York time on the Honor Date, if such notice is received before 9:00 a.m. New York time on such Honor Date or (y) 11:00 a.m. New York time on the Business Date next succeeding such Honor Date, if such notice is received on or after 9:00 a.m. New York time on such Honor Date (such date under clause (x) or (y) as applicable, the “Reimbursement Date” and such time under clause (x) or (y) as applicable, the “Reimbursement Time”), the Borrower shall reimburse such the respective L/C Issuer Issuers through the Administrative Agent in an same day funds the amount equal to such Drawing Request. To the amount of such drawing on such Honor Date plus interest accruing at extent that same day funds are received by the Base Rate Administrative Agent from the Honor Date Borrower prior to the date of reimbursement by the Borrower Reimbursement Time on the Borrower Honor Reimbursement Date. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of remit the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal funds so received to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b)Applicable Issuing Party. Any notice given by an L/C Issuer the Applicable Issuing Party or the Administrative Agent pursuant to this Section 2.03(c)(i2.09(c)(i) may be given by telephone if promptly 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) With respect to any Drawing Request, if same day funds are not received by the Administrative Agent from the Borrower prior to the Reimbursement Time on the Reimbursement Date in the amount of such Drawing Request, the Administrative Agent shall promptly notify each MC Lender of such Drawing Request, the amount of the unreimbursed drawing (the “Unreimbursed Amount”) and such MC Lender’s Applicable Percentage of such Unreimbursed Amount. In such event, the Borrower shall be deemed to have requested a Base Rate Committed Borrowing to be disbursed on the Reimbursement Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Committed Borrowings, but subject to the unutilized portion of the Aggregate Commitments (after giving effect to payment of such Unreimbursed Amount) and the conditions set forth in Section 4.02 (other than delivery of any Committed Borrowing Request). Each Revolving Credit MC Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer Applicable Issuing Party at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amountReimbursement Date. The Administrative Agent shall remit the funds so received to the relevant Applicable Issuing Party. To the extent that same day funds are received by the Administrative Agent from the MC Lenders with respect to a Several Letter of Credit prior to 2:00 p.m. on the Reimbursement Date, the Administrative Agent shall notify the Several L/C IssuerAgent and the Several L/C Agent shall promptly make such funds available to the beneficiary of such Several Letter of Credit on such date. To the extent that the Several L/C Agent has not delivered funds to any beneficiary of a Several Letter of Credit on behalf of a an MC Lender on the Reimbursement Date, if same day funds are received by the Administrative Agent from such MC Lender: (i) after 2:00 p.m. on the Reimbursement Date the Several L/C Agent shall make such funds available to such beneficiary on the next Business Day; (ii) prior to 2:00 p.m. on any Business Day after the Reimbursement Date, the Several L/C Agent shall make those funds available to such beneficiary on such Business Day; and (iii) after 2:00 p.m. on any Business Day after the Reimbursement Date, the Several L/C Agent shall make those funds available to such beneficiary on the next Business Day following such Business Day.
(iii) Unless the Administrative Agent or Several L/C Agent receives notice from an MC Lender prior to any Reimbursement Date with respect to a Several Letter of Credit that such MC Lender will not make available as and when required hereunder to the Administrative Agent the amount of such MC Lender’s L/C Advance on such Reimbursement Date, the Administrative Agent and the Several L/C Agent may assume that such MC Lender has made such amount available to the Administrative Agent in same day funds on the Reimbursement Date and the Several L/C Agent may (but shall not be required), in reliance upon such assumption, make available to the beneficiary of the related Several Letter of Credit on such date such MC Lender’s L/C Advance.
(iv) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing Advance in the amount of the Unreimbursed Amount that is not so refinancedrefinanced from (x) in the case of Fronted Letters of Credit, which the Fronting Bank and (y) in the case of Several Letters of Credit, from the MC Lenders to the extent that they have provided funds with respect to such Several Letter of Credit pursuant to Section 2.09(c)(ii); provided that the making of such L/C Borrowing Advance shall not constitute a Default or Event of Default hereunder. L/C Advances shall be due and payable on demand by the Administrative Agent at the request of the Required MC Lenders (together with interest) and shall bear interest at the rate then applicable to Base Rate Loans plus, at any time during the continuance of an Event of Default Rateunder Article VII (a), (b), (h) or (i), 2%. In such event, each Revolving Credit Each MC Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer Applicable Issuing Party pursuant to Section 2.03(c)(ii2.09(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing Advance and shall constitute an L/C Advance from such MC Lender in satisfaction of its participation obligation under this Section 2.032.09. Any payment by the Borrower in respect of such L/C Advance shall be made to the Administrative Agent and upon receipt applied by the Administrative Agent in accordance with Section 2.09(d).
(ivv) Until each Revolving Credit MC Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.09(c) to reimburse the relevant L/C Issuer Applicable Issuing Party for any amount drawn under any Letter of Credit, interest in respect of such MC Lender’s Applicable Revolving Credit Percentage of such amount Unreimbursed Amount shall be solely for the account of the relevant Fronting Bank or the Several L/C IssuerAgent, as applicable.
(vvi) Each Revolving Credit MC Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer the Applicable Issuing Party for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.09(c), 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 MC Lender may have against the relevant L/C IssuerAdministrative Agent, the Applicable Issuing Party, any Lender, the Borrower any Subsidiary, any beneficiary named in any Letter of Credit, any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting) or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, (C) any lack of validity or enforceability of such Letter of Credit, this Agreement or any other Loan Document, (D) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, (E) the surrender or impairment of any security for the performance or observance of any of the terms of the Loan Documents, (F) any matter or event set forth in Section 2.09(b)(i), or (CG) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant respective L/C Issuer Issuers for the amount of any payment made by such the respective L/C Issuer Issuers under any Letter of Credit, together with interest as provided herein.
(vivii) If any Revolving Credit MC Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer Applicable Issuing Party any amount required to be paid by such MC Lender pursuant to the foregoing provisions of this Section 2.03(c2.09(c) by the time specified in the third sentence of Section 2.03(c)(ii), 2.09(c)(ii) then, without limiting the other provisions of this Agreement, such L/C Issuer the Applicable Issuing Party, shall be entitled to recover from such MC Lender (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 such L/C Issuer the Applicable Issuing Party, as the case may be, at a rate per annum equal to the applicable Overnight Rate then in effectFederal Funds Rate, plus any administrative, processing or similar fees customarily charged by such L/C Issuer the Applicable Issuing Party 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer Applicable Issuing Party, submitted to any Revolving Credit MC Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vivii) shall be conclusive absent demonstrable manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 10:00 a.m. 1:00 p.m. on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Datedrawing. If the Borrower fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then the Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing in Dollars (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the Borrower does not reimburse the applicable L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Borrower shall have received such eventnotice later than 1:00 p.m. on any Business Day, on the second succeeding Business Day), the Borrower shall be deemed to have requested a Revolving Credit Borrowing under the Revolving Credit Facility denominated in Dollars of Base Rate Loans to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments in respect of the Appropriate LendersRevolving Credit Facility. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and subject such drawing is not reimbursed on the same day, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans under the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or Revolving Credit Facility until the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack date of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticereimbursement.
(ii) Each Revolving Credit Lender under the Revolving Credit Facility (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) in Dollars for the account of the relevant L/C Issuer at the Administrative Agent’s Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 p.m., New York City time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), whereupon each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing in respect of the Revolving Credit Facility of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s under the Revolving Credit Facility payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender under the Revolving Credit Facility funds its Revolving Credit Loan under the Revolving Credit Facility or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender under the Revolving Credit Facility fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at the greater of the Federal Funds Rate and a rate per annum equal to determined by the applicable Overnight Rate then Administrative Agent in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may bebanking industry rules on interbank compensation. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender under the Revolving Credit Facility (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable error.
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender under the Revolving Credit Facility such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to each Revolving Credit Lender under the Revolving Credit Facility its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender under the Revolving Credit Facility shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate.
Appears in 2 contracts
Samples: Credit Agreement (KORE Group Holdings, Inc.), Credit Agreement (King Pubco, Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower Borrowers and the Administrative Agent thereof. Not later than 10:00 a.m. (1) 1:00 p.m., Local Time, on the first Business Day immediately following after the Business Day on which date that the Borrower shall have received L/C Issuer provides notice to the Borrowers of any Honor Date payment by the L/C Issuer under a Letter of Credit or (or2) 11:00 a.m., if the Borrower shall have received such notice later than 10:00 a.m. on any Business DayLocal Time, on the second succeeding Business DayDay (if such notice is provided after 10:00 a.m., Local Time, on the date such notice is given) (each such applicable date, a an “Borrower Honor Date”), the Borrower Borrowers shall reimburse such the L/C Issuer through (and the L/C Issuer shall promptly notify the Administrative Agent of any failure by the Borrowers to so reimburse the L/C Issuer by such time) in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at and either in Dollars (in the Base Rate from case of an Alternate Currency Letter of Credit, in the Honor Date to the date of reimbursement Dollar Equivalent amount) or, if agreed by the applicable Borrower on and applicable L/C Issuer, in the Borrower Honor Dateapplicable currency. If the Borrower fails Borrowers fail to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Facility Lender under the Revolving Facility pursuant to which such Letter of Credit Lender was issued of the Honor Date, the amount of the unreimbursed drawing in Dollars (calculated, in the case of any Alternate Currency Letter of Credit, based on the Dollar Equivalent thereof) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Facility Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate ABR Revolving Loans under the Revolving Facility under which such Letter of Credit was issued to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate LoansBorrowing Minimums or Borrowing Multiples, but subject to the amount of the unutilized portion of the Revolving Credit Facility Commitments of the Appropriate Lenders, under such Revolving Facility and subject to the conditions set forth in Section 4.02(b4.01 (other than the delivery of a Borrowing Request). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.05(c)(i) may be given by telephone if promptly 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 Facility Lender under the Revolving Facility under which such Letter of Credit Lender (including any such Lender acting as an L/C Issuer) was issued shall upon any notice pursuant to Section 2.03(c)(i2.05(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Applicable Revolving Credit Facility Percentage under such Revolving Facility of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii2.05(c)(iii), each Revolving Credit Facility Lender that so makes funds available shall be deemed to have made a Base Rate an ABR Revolving Loan under the applicable Revolving Facility to the Borrower Borrowers in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C IssuerIssuer in Dollars.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate ABR Revolving Loans because the conditions set forth in Section 4.02 4.01 cannot be satisfied or for any other reason, the Borrower Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing under the applicable Revolving Facility in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) in Dollars and shall bear interest at the Default Raterate specified in Section 2.13(c). In such event, each Revolving Credit Facility Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii2.05(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance under the applicable Revolving Facility from such Revolving Facility Lender in satisfaction of its participation obligation under this Section 2.032.05.
(iv) Until each Revolving Credit Facility Lender under the applicable Revolving Facility funds its ABR Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.05(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Facility Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Facility Lender’s obligation to make ABR Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of CreditCredit under a Revolving Facility under which such Lender has a Revolving Facility Commitment, as contemplated by this Section 2.03(c2.05(c), 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 Revolving Facility Lender may have against the relevant L/C Issuer, the Borrower any Borrower, any Subsidiary or any other Person 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 Revolving Credit Lender’s obligation to make ABR Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c2.05(c) is subject to the conditions set forth in Section 4.02 4.01 (other than delivery by the a Borrower of a Loan NoticeBorrowing Request). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower Borrowers to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Facility Lender under the applicable Revolving Facility fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.05(c) by the time specified in Section 2.03(c)(ii2.05(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such the L/C Issuer at a rate per annum equal to the applicable Overnight Rate then from time to time in effect, plus any administrative, processing or similar fees customarily charged by such the L/C Issuer 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 ABR Revolving Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Facility Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable manifest error.
Appears in 2 contracts
Samples: Incremental Assumption Agreement (Caesars Entertainment, Inc.), Credit Agreement (CAESARS ENTERTAINMENT Corp)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Rollup Letter of Credit of any notice of a drawing under such Rollup Letter of Credit, the relevant L/C Issuer applicable Issuing Bank shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 11:00 a.m. on the Business Day immediately following the Business Day on which date of any payment by the applicable Issuing Bank under a Rollup Letter of Credit, so long as the Borrower shall have has received notice of any Honor Date (or, if the Borrower shall have received such notice later than drawing by 10:00 a.m. on any such following Business Day, on the second succeeding Business Day) Day (each such date, a an “Borrower Rollup Honor Date”), the Borrower shall reimburse such L/C Issuer Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus (together with interest accruing thereon at the rate set forth in Section 2.07 for Rollup Revolving Credit Advances bearing interest at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateRate). If the Borrower fails to so reimburse such L/C Issuer the applicable Issuing Bank by such time, the Administrative Agent shall promptly notify each Rollup Revolving Credit Lender of the Rollup Honor Date, the amount of the unreimbursed drawing (the “Rollup Unreimbursed Amount”), and the amount of such Appropriate Rollup Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Rollup Honor Date in an amount equal to the Rollup Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate LoansBorrowings, but subject to the amount of the unutilized portion of the Unused Rollup Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b3.02 (other than the delivery of a Notice of Borrowing). Any notice given by an L/C Issuer Issuing Bank or the Administrative Agent pursuant to this Section 2.03(c)(i2.21(c)(i) may be given by telephone if promptly 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 Rollup Revolving Credit Lender (including any such a Rollup Revolving Credit Lender acting as an L/C IssuerIssuing Bank) shall upon any notice pursuant to Section 2.03(c)(i2.21(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer applicable Issuing Bank at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage Pro Rata Share of the Rollup Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii2.21(c)(iii), each Rollup Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan Rollup Letter of Credit Advance to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuerapplicable Issuing Bank.
(iii) With respect to any Rollup Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 3.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing applicable Issuing Bank a Rollup Letter of Credit Advance in the amount of the Rollup Unreimbursed Amount that is not so refinanced, which L/C Borrowing Rollup Letter of Credit Advance shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Rollup Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank pursuant to Section 2.03(c)(ii2.21(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing Rollup Letter of Credit Advance and shall constitute an L/C a Rollup Letter of Credit Advance from such Rollup Revolving Credit Lender in satisfaction of its participation obligation under this Section 2.032.21.
(iv) Until each Rollup Revolving Credit Lender funds its Rollup Revolving Credit Loan Advance or L/C Rollup Letter of Credit Advance pursuant to this Section 2.03(c2.21(c) to reimburse the relevant L/C Issuer applicable Issuing Bank for any amount drawn under any Rollup Letter of Credit, interest in respect of such Rollup Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuersuch Issuing Bank.
(v) Each Rollup Revolving Credit Lender’s obligation to make Revolving Rollup Letter of Credit Loans or L/C Advances to reimburse an L/C Issuer the applicable Issuing Bank for amounts drawn under Rollup Letters of Credit, as contemplated by this Section 2.03(c2.21(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Rollup Revolving Credit Lender may have against the relevant L/C Issuersuch 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C a Rollup Letter of Credit Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer applicable Issuing Bank for the amount of any payment made by such L/C Issuer Issuing Bank under any Rollup Letter of Credit, together with interest as provided herein.
(vi) If any Rollup Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank any amount required to be paid by such Rollup Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.03(c2.21(c) by the time specified in Section 2.03(c)(ii2.21(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer Issuing Bank shall be entitled to recover from such Rollup Revolving Credit Lender (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 such L/C Issuer Issuing Bank at a rate per annum equal to the applicable Overnight Federal Funds Rate then from time to time in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer applicable Issuing Bank submitted to any Rollup Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable manifest error.
Appears in 2 contracts
Samples: Senior Secured Debtor in Possession Credit Agreement (Chemtura CORP), Senior Secured Debtor in Possession Credit Agreement (Chemtura CORP)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following On the Business Day on which the Borrower shall have received notice of any Honor Date (payment by the L/C Issuer under a Letter of Credit or, if the Borrower shall have received such notice later than 10:00 a.m. 12:00 p.m. on any Business Day, on the second succeeding Business Day (such applicable Business Day) (each such date, a the “Borrower L/C Honor Date”), the Borrower shall (regardless of whether or not such Letter of Credit shall be for the sole account of the Borrower or for the joint account of the Borrower and any Subsidiary) reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Datedrawing. If the Borrower fails to so reimburse such the L/C Issuer by on the L/C Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then (x) the Borrower shall be deemed to have requested a Borrowing of ABR Loans in the amount of such drawing, and (y) the Administrative Agent shall promptly notify each Revolving Credit Lender of the L/C Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower Such Revolving Loans shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on made by the Borrower Honor Date in an amount equal to the Unreimbursed Amount, Lenders without regard to the minimum Borrowing Minimums and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b)Borrowing Multiples. Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.4(c)(i) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and such drawing is not reimbursed on the same day, the Unreimbursed Amount of such drawing shall, without duplication, accrue interest for each day until the date of reimbursement at (x) prior to the third Business Day following the L/C Honor Date, the rate per annum applicable to the outstanding principal balance of ABR Loans pursuant to Section 3.1(a), and (y) thereafter, a rate per annum equal to the Default Rate applicable to the outstanding principal balance of ABR Loans.
(ii) Each Revolving Credit Lender (including any such the Lender acting as an the L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.4(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Payment Office in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a Letter of Credit in Dollars not later than 12:00 noon 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(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer, and may apply Cash Collateral provided for this purpose to such Unreimbursed Amount.
(iii) With respect Each Lender that makes funds available pursuant to any Unreimbursed Amount Section 2.4(c)(ii) shall be deemed to have made an ABR Loan in respect of a Letter of Credit Dollars to the Borrower in such amount, provided that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because in the event the conditions for Borrowings set forth in Section 4.02 4.2 cannot be satisfied (and have not been waived) or for any other reason, then (A) the Borrower shall be deemed to have incurred from the relevant L/C Issuer an a L/C Borrowing in Dollars in the amount of the Unreimbursed Amount that is not so refinancedAmount, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In , and (B) such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) Lender shall be deemed payment in respect of its to have purchased a participation in such L/C Borrowing and shall constitute in an amount equal to its Applicable Percentage thereof (a “L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03Advance”).
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.4(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.4(c), 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 the relevant L/C Issuer, 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, provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c2.4(c) is subject to the conditions set forth in Section 4.02 4.2 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an a L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.4(c) by the time specified in Section 2.03(c)(ii2.4(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such the L/C Issuer at the greater of the Federal Funds Effective Rate and a rate per annum equal to determined by the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may bebanking industry rules on interbank compensation. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.4(c)(vi) shall be conclusive absent demonstrable manifest error.
(vii) If, at any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.4(c), the Administrative Agent receives for the account of such Lender any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.4(c) is required to be returned under any of the circumstances described in Section 10.11, each Lender shall pay to the Administrative Agent its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate.
Appears in 2 contracts
Samples: Credit Agreement (Franchise Group, Inc.), Credit Agreement (Liberty Tax, Inc.)
Drawings and Reimbursements; Funding of Participations. (ia) Upon receipt from payment by the beneficiary of any Letter of Credit of any notice Issuing Lender of a drawing under such any Letter of Credit, the relevant L/C Issuer Issuing Lender shall notify promptly the Borrower and the Administrative Agent thereof. Not thereof not later than 10:00 11:00 a.m. (New York time) on the Business Day immediately following the Business Day on which the Borrower shall have received notice date of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) payment (each such date, a an “Borrower Honor Date”). Not later than 1:00 p.m. (New York time) on the Honor Date, the Borrower shall reimburse such L/C Issuer the Issuing Lender through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Datepayment. If the Borrower fails to so reimburse such L/C Issuer the Issuing Lender by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”)Unpaid Reimbursement Obligations, and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage pro rata share thereof. In such event, the Borrower shall be deemed to have requested made a Revolving Credit Borrowing of Loan Request which shall be for a Base Rate Loans Loan to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed AmountUnpaid Reimbursement Obligation, without regard to the minimum and multiples specified in Section 2.02 herein for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, Total Commitment and subject to the conditions set forth in Section 4.02(b)12. Any notice given by an L/C Issuer the Issuing Lender or the Administrative Agent pursuant to this Section 2.03(c)(i4.1.3(a) may must be given in writing to such Persons as may from time to time be designated by telephone if promptly confirmed the Borrower in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticeaccordance with Section 16.6.
(iib) Each Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i4.1.3
(a) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer Issuing Lender at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Commitment Percentage of the Unreimbursed Amount in respect of a Letter of Credit Unpaid Reimbursement Obligations not later than 12:00 noon 3:00 p.m. (New York time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii4.1.3(c), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C IssuerIssuing Lender.
(iiic) With respect to any Unreimbursed Amount in respect of a Letter of Credit Unpaid Reimbursement Obligation that is not fully refinanced by a Revolving Credit Borrowing of Loan which is a Base Rate Loans Loan because the conditions set forth in Section 4.02 12 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing Issuing Lender a Letter of Credit Advance in the amount of the Unreimbursed Amount Unpaid Reimbursement Obligation that is not so refinanced, which L/C Borrowing Letter of Credit Advance shall be due and payable on demand (together with interest) and shall bear interest at the Default Raterate set forth in Section 5.11. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer Issuing Lender pursuant to Section 2.03(c)(ii4.1.3(b) shall be deemed payment in respect of its participation in such L/C Borrowing Letter of Credit Advance and shall constitute an L/C a Letter of Credit Advance from such Lender in satisfaction of its participation obligation under this Section 2.034.1.3.
(ivd) Until each Revolving Credit Lender funds its Revolving Letter of Credit Loan or L/C Advance pursuant to this Section 2.03(c) 4.1.3 to reimburse the relevant L/C Issuer Issuing Lender for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage pro rata share of such amount shall be solely for the account of the relevant L/C IssuerIssuing Lender.
(ve) Each Revolving Credit Lender’s obligation to make Revolving Letter of Credit Loans or L/C Advances to reimburse an L/C Issuer the Issuing Lender for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c)4.1.3, shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C IssuerIssuing Lender, the Borrower or any other Person for any reason whatsoever, ; (Bii) the occurrence or continuance of a Default, or (Ciii) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Letter of Credit Loans (but not L/C Advances) Advances pursuant to this Section 2.03(c) 4.1.3 is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice)12. No such making of an L/C a Letter of Credit Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer Issuing Lender for the amount of any payment made by such L/C Issuer the Issuing Lender under any Letter of Credit, together with interest as provided herein.
(vif) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) 4.1.3 by the time specified in Section 2.03(c)(ii4.1.3(b), then, without limiting the other provisions of this Agreement, such L/C Issuer Issuing Lender shall be entitled to recover from such Lender (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 such L/C Issuer the Issuing Lender at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect greater of the relevant L/C Borrowing, as Federal Funds Rate and a rate determined by the case may beIssuing Lender in accordance with banking industry rules on interbank compensation. A certificate of the relevant L/C Issuer Issuing Lender submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable manifest error.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Coach Inc), Revolving Credit Agreement (Coach Inc)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Non-rollup Letter of Credit of any notice of a drawing under such Non-rollup Letter of Credit, the relevant L/C Issuer applicable Issuing Bank shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 11:00 a.m. on the Business Day immediately following the Business Day on which date of any payment by the applicable Issuing Bank under a Non-rollup Letter of Credit, so long as the Borrower shall have has received notice of any Honor Date (or, if the Borrower shall have received such notice later than drawing by 10:00 a.m. on any such following Business Day, on the second succeeding Business Day) Day (each such date, a an “Borrower Non-rollup Honor Date”), the Borrower shall reimburse such L/C Issuer Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus (together with interest accruing thereon at the rate set forth in Section 2.07 for Non-rollup Revolving Credit Advances bearing interest at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateRate). If the Borrower fails to so reimburse such L/C Issuer the applicable Issuing Bank by such time, the Administrative Agent shall promptly notify each Non-rollup Revolving Credit Lender of the Non-rollup Honor Date, the amount of the unreimbursed drawing (the “Non-rollup Unreimbursed Amount”), and the amount of such Appropriate Non-rollup Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Non-rollup Honor Date in an amount equal to the Non-rollup Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate LoansBorrowings, but subject to the amount of the unutilized portion of the Unused Non-rollup Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b3.02 (other than the delivery of a Notice of Borrowing). Any notice given by an L/C Issuer Issuing Bank or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 Non-rollup Revolving Credit Lender (including any such a Non-rollup Revolving Credit Lender acting as an L/C IssuerIssuing Bank) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer applicable Issuing Bank at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage Pro Rata Share of the Non-rollup Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii), each Non-rollup Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan Non-rollup Letter of Credit Advance to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuerapplicable Issuing Bank.
(iii) With respect to any Non-rollup Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 3.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing applicable Issuing Bank a Non- rollup Letter of Credit Advance in the amount of the Non-rollup Unreimbursed Amount that is not so refinanced, which L/C Borrowing Non-rollup Letter of Credit Advance shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Non-rollup Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing Non-rollup Letter of Credit Advance and shall constitute an L/C a Non-rollup Letter of Credit Advance from such Non-rollup Revolving Credit Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Non-rollup Revolving Credit Lender funds its Non-rollup Revolving Credit Loan Advance or L/C Non-rollup Letter of Credit Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer applicable Issuing Bank for any amount drawn under any Non-rollup Letter of Credit, interest in respect of such Non-rollup Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuersuch Issuing Bank.
(v) Each Non-rollup Revolving Credit Lender’s obligation to make Revolving Non-rollup Letter of Credit Loans or L/C Advances to reimburse an L/C Issuer the applicable Issuing Bank for amounts drawn under Non-rollup Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Non-rollup Revolving Credit Lender may have against the relevant L/C Issuersuch 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C a Non-rollup Letter of Credit Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer applicable Issuing Bank for the amount of any payment made by such L/C Issuer Issuing Bank under any Non-rollup Letter of Credit, together with interest as provided herein.
(vi) If any Non-rollup Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank any amount required to be paid by such Non-rollup Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer Issuing Bank shall be entitled to recover from such Non- rollup Revolving Credit Lender (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 such L/C Issuer Issuing Bank at a rate per annum equal to the applicable Overnight Federal Funds Rate then from time to time in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer applicable Issuing Bank submitted to any Non-rollup Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable manifest error.
Appears in 2 contracts
Samples: Senior Secured Debtor in Possession Credit Agreement, Senior Secured Debtor in Possession Credit Agreement
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower Company and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day date on which the Borrower Company shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower Company shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business DayDay following the receipt of such notice) (each such date, a an “Borrower Honor Date”), the Borrower Company shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing drawing; provided that if such reimbursement is not made on the respective date of payment by the L/C Issuer, the Company shall pay interest on such Honor Date plus interest accruing amount at a rate per annum equal to the Applicable Rate then in effect in respect of Base Rate Loans from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Datesuch payment until such Business Day. If the Borrower Company fails to so reimburse such L/C Issuer by such time, unless the Company shall have notified the Administrative Agent shall promptly notify each Revolving Credit Lender of and the relevant L/C Issuer prior to 11:00 a.m. on the Honor Date, Date that the Company intends to reimburse the L/C Issuer for the amount of the unreimbursed drawing (the “Unreimbursed Amount”)) with funds other than proceeds of Revolving Credit Loans, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the Unreimbursed Amount, and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, the Borrower Company shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, Lenders and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 Appropriate Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office for payments in an amount equal to its Applicable Revolving Credit Percentage Pro Rata Share of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii), each Revolving Credit Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower Company in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower Company shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Appropriate Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, the Borrower Company 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, provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower Company of a Loan NoticeNotice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower Company to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then in effect, plus any administrative, processing or similar fees customarily charged and a rate determined by such L/C Issuer in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may bebanking industry rules on interbank compensation. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable manifest error.
Appears in 2 contracts
Samples: Credit Agreement (DJO Finance LLC), Credit Agreement (ReAble Therapeutics Finance LLC)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a compliant drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 10:00 a.m. 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on (which reimbursement, in the case of a Letter of Credit denominated in an Alternative Currency, shall be in such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateAlternative Currency). If the Borrower fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then the Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the Borrower does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Borrower shall have received such eventnotice later than 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day), the Borrower shall be deemed to have requested requested, for the account of the Borrower, a Revolving Credit Borrowing of Base Rate Loans (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in Dollars) or Eurocurrency Rate Loans with a period of one month (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency which Eurocurrency Rate Loans shall be in the same Alternative Currency in which the relevant Letter of Credit is denominated) to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, as applicable, nor the conditions set forth in Section 4.02, but subject to the amount of the unutilized portion of the relevant Revolving Credit Commitments in respect of the Appropriate LendersRevolving Credit Facility. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and subject such drawing is not reimbursed on the same day as the day on which it is paid, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans or Eurocurrency Rate Loans, as applicable, under the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or Revolving Credit Facility until the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack date of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticereimbursement.
(ii) Each Revolving Credit Lender of the applicable Class (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Principal Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a relevant Letter of Credit not later than 12:00 noon 1:00 p.m., Local Time, on the Business Day specified in such 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 Base Rate Loan (or, in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency, a Eurocurrency Rate Loan with an interest period of one month denominated in such Alternative Currency) to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer in accordance with the instructions provided to the Administrative Agent by such L/C Issuer (which instructions may include standing payment instructions, which may be updated from time to time by such L/C Issuer, provided that, unless the Administrative Agent shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Administrative Agent).
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars (with respect to a Dollar-denominated Letter of Credit) or in Alternative Currency (with respective to an Alternative Currency denominated Letter of Credit), in each case in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate then applicable to Base Rate Loans under the Revolving Credit Facility or Eurocurrency Rate Loans with an interest period of one month under the Revolving Credit Facility, as applicable. In such event, each Revolving Credit Lender’s payment under the Revolving Credit Facility to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender under the Revolving Credit Facility funds its Revolving Credit Loan under the Revolving Credit Facility or relevant L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any relevant Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or relevant L/C Advances to reimburse an L/C Issuer for amounts drawn under relevant Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to and shall survive the payment in full of the Obligations and the termination of this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice)Agreement. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any relevant Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender under the Revolving Credit Facility fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may beRate. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender under the Revolving Credit Facility (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable error.
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender under the Revolving Credit Facility such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to each Revolving Credit Lender under the Revolving Credit Facility its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender of the applicable Class shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate.
Appears in 2 contracts
Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.), Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower Representative and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower Representative shall have received notice of any Honor Date (or, if the Borrower Representative shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a an “Borrower Honor Date”), the Borrower Representative shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower Representative on the Borrower Honor Date. If the Borrower Representative fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower Representative shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b)4.02. Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon on the Business Day specified in such 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 Base Rate Loan to the Borrower Representative in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower Representative shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, the Borrower Representative 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower Representative of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower Representative to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.
Appears in 2 contracts
Samples: Incremental Facility Amendment (Media General Inc), Credit Agreement (Media General Inc)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender under the applicable Revolving Credit Tranche of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Percentage under the applicable Revolving Credit Percentage TranchePercentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 under the applicable Revolving Credit Tranche (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the applicable Revolving Credit Percentage TranchePercentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon on the Business Day specified in such 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) . With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, the payment of each Revolving Credit LenderLender under the applicable Revolving Credit TrancheLender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) . Until each Revolving Credit Lender under the applicable Revolving Credit Tranche funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of the applicable Revolving Credit Percentage TranchePercentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each . The obligation of eachEach Revolving Credit LenderLender under the applicable Revolving Credit TrancheLender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 the obligation of each Revolving Credit LenderLender under the applicable Revolving Credit TrancheLender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) . If any Revolving Credit Lender under the applicable Revolving Credit Tranche fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.
Appears in 2 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant applicable L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not In the event the Borrower receives such notice not later than 10:00 a.m. 3:00 p.m. on the Business Day immediately following prior to the Business Day on which the Borrower shall have received notice date of any Honor Date (or, if payment by the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) applicable L/C Issuer under a Letter of Credit (each such datedate of payment, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing thereunder not later than 11:00 a.m. on such Honor Date. In the event the Borrower receives such notice after 3:00 p.m. on the Business Day prior to any Honor Date, such Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing thereunder not later than 11:00 a.m. on the Business Day immediately succeeding such Honor Date plus (and if such payment is not made until such next succeeding Business Day after the Honor Date, interest accruing shall accrue on the outstanding amount of such draw, for the account of the applicable L/C Issuer, at the interest rate then applicable to Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateLoans). If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an the applicable L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant applicable L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest until paid or refinanced at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant such L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant such L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan NoticeNotice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate determined by such L/C Issuer in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Polypore International, Inc.), Credit Agreement (Polypore International, Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 11:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice date of any Honor Date (or, if payment by the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) L/C Issuer under a Letter of Credit (each such date, a “Borrower an "Honor Date”"), the Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Datedrawing. If the Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “"Unreimbursed Amount”"), and the amount of such Appropriate Lender’s 's Applicable Revolving Credit Percentage thereof. In such event, and in lieu of the obligation of the Borrower to reimburse the L/C Issuer as provided in the immediately preceding sentence the Borrower shall be deemed to have requested a Revolving Credit Committed Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the conditions for extensions of credit in Section 4.02 or the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Aggregate Commitments. If any Unreimbursed Amount is not fully refinanced by a Committed Borrowing of Base Rate Loans because a Committed Borrowing of Base Rate Loans cannot be made for any reason, then each Lender shall fund its participation interest in the Unreimbursed Amount under such Letter of Credit Commitments promptly on notice from the Agent by making funds available (and the Agent may apply Cash Collateral available with respect to the applicable Letter of Credit) for the account of the Appropriate Lenders, and subject L/C Issuer at the Agent's Office in an amount equal to the conditions set forth in Section 4.02(b)such Lender's Applicable Percentage of such Unreimbursed Amount. Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s 's Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 10:00 a.m. on the Business Day specified in such 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Committed Loan or L/C Advance its participation interest pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s 's Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(viv) Each Revolving Credit Lender’s 's obligation to make Revolving Credit Committed Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Creditfund its participation interest, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) . No funding of any participation interest by a Lender pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(viv) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate determined by the L/C Issuer in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such the L/C Issuer 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 's Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect such Lender's funding of the relevant L/C Borrowingits participation interest, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Alexander & Baldwin Inc), Credit Agreement (Alexander & Baldwin Inc)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a compliant drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 10:00 a.m. 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on (which reimbursement, in the case of a Letter of Credit denominated in an Alternative Currency, shall be in such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateAlternative Currency). If the Borrower fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then the Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the Borrower does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Borrower shall have received such eventnotice later than 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day), the Borrower shall be deemed to have requested requested, for the account of the Borrower, a Revolving Credit Borrowing of Base Rate Loans (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in Dollars) or Alternative Currency Loans (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency which Alternative Currency Loans shall be in the same Alternative Currency in which the relevant Letter of Credit is denominated) to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, Alternative Currency Loans or Term SOFR Loans, as applicable, nor the conditions set forth in Section 4.03, but subject to the amount of the unutilized portion of the relevant Revolving Credit Commitments in respect of the Appropriate LendersRevolving Credit Facility. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and subject such drawing is not reimbursed on the same day as the day on which it is paid, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans, Alternative Currency Loans or Term SOFR Loans, as applicable, under the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or Revolving Credit Facility until the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack date of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticereimbursement.
(ii) Each Revolving Credit Lender of the applicable Class (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Principal Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a relevant Letter of Credit not later than 12:00 noon 1:00 p.m., Local Time, on the Business Day specified in such 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 Base Rate Loan (or, in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency, an Alternative Currency Loan with an interest period of one month denominated in such Alternative Currency) to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer in accordance with the instructions provided to the Administrative Agent by such L/C Issuer (which instructions may include standing payment instructions, which may be updated from time to time by such L/C Issuer, provided that, unless the Administrative Agent shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Administrative Agent).
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars (with respect to a Dollar denominated Letter of Credit) or in Alternative Currency (with respective to an Alternative Currency denominated Letter of Credit), in each case in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate then applicable to Base Rate Loans under the Revolving Credit Facility or Alternative Currency Loans with an interest period of one month under the Revolving Credit Facility, as applicable. In such event, each Revolving Credit Lender’s payment under the Revolving Credit Facility to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender under the Revolving Credit Facility funds its Revolving Credit Loan under the Revolving Credit Facility or relevant L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any relevant Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or relevant L/C Advances to reimburse an L/C Issuer for amounts drawn under relevant Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to and shall survive the payment in full of the Obligations and the termination of this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice)Agreement. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any relevant Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender under the Revolving Credit Facility fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may beRate. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender under the Revolving Credit Facility (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable error.
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender under the Revolving Credit Facility such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to each Revolving Credit Lender under the Revolving Credit Facility its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Xxxxxx’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender of the applicable Class shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate.
Appears in 2 contracts
Samples: Credit Agreement (Wyndham Hotels & Resorts, Inc.), Credit Agreement (Wyndham Hotels & Resorts, Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following On the Business Day on which the Borrower shall have received notice of any Honor Date (payment by the L/C Issuer under a Letter of Credit or, if the Borrower shall have received such notice later than 10:00 a.m. 12:00 p.m. on any Business Day, on the second succeeding Business Day (such applicable Business Day) (each such date, a the “Borrower L/C Honor Date”), the Borrower shall (regardless of whether or not such Letter of Credit shall be for the sole account of the Borrower or for the joint account of the Borrower and any Subsidiary) reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Datein Dollars. If the Borrower fails to so reimburse such the L/C Issuer by on the L/C Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then (x) the Borrower shall be deemed to have requested a Borrowing of ABR Revolving Loans in the amount of such drawing, and (y) the Administrative Agent shall promptly notify each Revolving Credit Lender of the L/C Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower Such Revolving Loans shall be deemed to have requested a made by the Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, Lenders without regard to the minimum Borrowing Minimums and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b)Borrowing Multiples. Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.4(c)(i) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and such drawing is not reimbursed on the same day, the Unreimbursed Amount of such drawing shall, without duplication, accrue interest for each day until the date of reimbursement at (x) prior to the third Business Day following the L/C Honor Date, the rate per annum applicable to the outstanding principal balance of ABR Revolving Loans pursuant to Section 3.1(a), and (y) thereafter, a rate per annum equal to the Default Rate applicable to the outstanding principal balance of ABR Revolving Loans.
(ii) Each Revolving Credit Lender (including any such the Revolving Lender acting as an the L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.4(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Payment Office in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a Letter of Credit in Dollars not later than 12:00 noon 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(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer, and may apply Cash Collateral provided for this purpose to such Unreimbursed Amount.
(iii) With respect Each Revolving Lender that makes funds available pursuant to any Unreimbursed Amount Section 2.4(c)(ii) shall be deemed to have made an ABR Revolving Loan in respect of a Letter of Credit Dollars to the Borrower in such amount, provided that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because in the event the conditions for Revolving Borrowings set forth in Section 4.02 4.2 cannot be satisfied (and have not been waived) or for any other reason, then (A) the Borrower shall be deemed to have incurred from the relevant L/C Issuer an a L/C Borrowing in Dollars in the amount of the Unreimbursed Amount that is not so refinancedAmount, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In , and (B) such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) Lender shall be deemed payment in respect of its to have purchased a participation in such L/C Borrowing and shall constitute in an amount equal to its Applicable Percentage thereof (a “L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03Advance”).
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.4(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.4(c), 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 the relevant L/C Issuer, 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, provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c2.4(c) is subject to the conditions set forth in Section 4.02 4.2 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an a L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.03(c2.4(c) by the time specified in Section 2.03(c)(ii2.4(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Revolving Lender (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 such the L/C Issuer at the greater of the Federal Funds Effective Rate and a rate per annum equal to determined by the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may bebanking industry rules on interbank compensation. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.4(c)(vi) shall be conclusive absent demonstrable manifest error.
(vii) If, at any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Lender such Revolving Lender’s L/C Advance in respect of such payment in accordance with this Section 2.4(c), the Administrative Agent receives for the account of such Revolving Lender any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Revolving Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.4(c) is required to be returned under any of the circumstances described in Section 10.11, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Lender, at a rate per annum equal to the Federal Funds Effective Rate.
Appears in 2 contracts
Samples: Credit Agreement (Harvard Bioscience Inc), Credit Agreement (Harvard Bioscience Inc)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Non-rollup Letter of Credit of any notice of a drawing under such Non-rollup Letter of Credit, the relevant L/C Issuer applicable Issuing Bank shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 11:00 a.m. on the Business Day immediately following the Business Day on which date of any payment by the applicable Issuing Bank under a Non-rollup Letter of Credit, so long as the Borrower shall have has received notice of any Honor Date (or, if the Borrower shall have received such notice later than drawing by 10:00 a.m. on any such following Business Day, on the second succeeding Business Day) Day (each such date, a an “Borrower Non-rollup Honor Date”), the Borrower shall reimburse such L/C Issuer Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus (together with interest accruing thereon at the rate set forth in Section 2.07 for Non-rollup Revolving Credit Advances bearing interest at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateRate). If the Borrower fails to so reimburse such L/C Issuer the applicable Issuing Bank by such time, the Administrative Agent shall promptly notify each Non-rollup Revolving Credit Lender of the Non-rollup Honor Date, the amount of the unreimbursed drawing (the “Non-rollup Unreimbursed Amount”), and the amount of such Appropriate Non-rollup Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Non-rollup Honor Date in an amount equal to the Non-rollup Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate LoansBorrowings, but subject to the amount of the unutilized portion of the Unused Non-rollup Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b3.02 (other than the delivery of a Notice of Borrowing). Any notice given by an L/C Issuer Issuing Bank or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 Non-rollup Revolving Credit Lender (including any such a Non-rollup Revolving Credit Lender acting as an L/C IssuerIssuing Bank) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer applicable Issuing Bank at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage Pro Rata Share of the Non-rollup Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii), each Non-rollup Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan Non-rollup Letter of Credit Advance to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuerapplicable Issuing Bank.
(iii) With respect to any Non-rollup Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 3.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing applicable Issuing Bank a Non-rollup Letter of Credit Advance in the amount of the Non-rollup Unreimbursed Amount that is not so refinanced, which L/C Borrowing Non-rollup Letter of Credit Advance shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Non-rollup Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing Non-rollup Letter of Credit Advance and shall constitute an L/C a Non-rollup Letter of Credit Advance from such Non-rollup Revolving Credit Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Non-rollup Revolving Credit Lender funds its Non-rollup Revolving Credit Loan Advance or L/C Non-rollup Letter of Credit Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer applicable Issuing Bank for any amount drawn under any Non-rollup Letter of Credit, interest in respect of such Non-rollup Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuersuch Issuing Bank.
(v) Each Non-rollup Revolving Credit Lender’s obligation to make Revolving Non-rollup Letter of Credit Loans or L/C Advances to reimburse an L/C Issuer the applicable Issuing Bank for amounts drawn under Non-rollup Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Non-rollup Revolving Credit Lender may have against the relevant L/C Issuersuch 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C a Non-rollup Letter of Credit Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer applicable Issuing Bank for the amount of any payment made by such L/C Issuer Issuing Bank under any Non-rollup Letter of Credit, together with interest as provided herein.
(vi) If any Non-rollup Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank any amount required to be paid by such Non-rollup Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer Issuing Bank shall be entitled to recover from such Non-rollup Revolving Credit Lender (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 such L/C Issuer Issuing Bank at a rate per annum equal to the applicable Overnight Federal Funds Rate then from time to time in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer applicable Issuing Bank submitted to any Non-rollup Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable manifest error.
Appears in 2 contracts
Samples: Senior Secured Debtor in Possession Credit Agreement (Chemtura CORP), Senior Secured Debtor in Possession Credit Agreement (Chemtura CORP)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant applicable L/C Issuer shall notify promptly the Borrower Company and the Administrative Agent thereof. Not later than 10:00 a.m. on thereof and whether such L/C Issuer has made or will make a payment thereunder (any such payment being referred to as an “L/C Disbursement”, and the Business Day immediately following the Business Day on which the Borrower shall have received notice date of any such payment being referred to as the “Honor Date (orDate” thereof); provided, if the Borrower shall have received that any failure to give or delay in giving such notice later than 10:00 a.m. on shall not relieve the applicable Primary Revolving Borrower of its obligation to reimburse such L/C Issuer and the Primary Revolving Lenders, as applicable, with respect to any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”)L/C Disbursement. If an L/C Issuer shall make any L/C Disbursement, the applicable Primary Revolving Borrower shall reimburse such L/C Issuer through by paying to the Administrative Agent in Agent, for account of such L/C Issuer, an amount equal to the amount of such drawing on such Honor Date plus interest accruing at L/C Disbursement, in the Base Rate from the Honor Date to the date of reimbursement by the Borrower currency thereof, not later than 2:00 p.m., Specified Time, on the Borrower Honor DateBusiness Day immediately following the day on which the Company receives notice of such L/C Disbursement (or, if the Company shall have received notice of such L/C Disbursement on a day that is not a Business Day, the second Business Day immediately following such day). If the such Primary Revolving Borrower fails so to so reimburse such L/C Issuer by for such timeL/C Disbursement, such L/C Issuer shall promptly notify the Administrative Agent thereof, and, upon receipt of such notice, the Administrative Agent shall promptly notify each Primary Revolving Credit Lender of the Honor DateDate of such L/C disbursement, the unreimbursed amount of the unreimbursed drawing and currency thereof (the “Unreimbursed Amount”), ) and the amount of such Appropriate Lender’s Applicable Primary Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b). Any notice given by an any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack of such an immediate a confirmation shall not affect the conclusiveness or binding effect of such notice.
(ii) Each Primary Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall shall, upon receipt of any notice pursuant to Section 2.03(c)(i) ), make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant applicable L/C Issuer Issuer, at the Administrative Agent’s Office Office, in an amount and currency equal to its Applicable Primary Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 2:00 p.m., Specified Time, on the Business Day specified in such 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant applicable L/C Issuer.
(iii) With respect to . The making of any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction shall not relieve or otherwise impair the obligation of its participation obligation under this Section 2.03.
(iv) Until each the applicable Primary Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) Borrower to reimburse the relevant each L/C Issuer for any L/C Disbursement made by such L/C Issuer, together with interest as provided herein.
(iii) If any L/C Issuer shall make any L/C Disbursement, then, unless the applicable Primary Revolving Borrower shall reimburse such L/C Disbursement in full on the Honor Date thereof, the unpaid amount drawn under any Letter thereof shall bear interest, for each day from and including the Honor Date to the date of Creditreimbursement thereof, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount at the Default Rate. Interest accrued pursuant to this subsection shall be solely for the account of the relevant applicable L/C Issuer, except that interest accrued on and after the date of payment by any Primary Revolving Lender of its L/C Advance shall be for the account of such Primary Revolving Lender to the extent of such L/C Advance, and shall be payable on demand or, if no demand has been made, on the date on which the applicable Primary Revolving Borrower reimburses such L/C Disbursement in full.
(viv) Each Primary Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an each L/C Issuer for amounts drawn under Letters of Credit, L/C Disbursements as contemplated by this Section 2.03(c), ) 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 Primary Revolving Lender may have against the relevant such L/C Issuer, the Borrower Company, any Subsidiary or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each that, notwithstanding the foregoing or anything else to the contrary set forth herein, no Primary Revolving Credit Lender’s Lender (1) shall have any obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an any L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant any L/C Issuer for any L/C Disbursement made under any Extended Letter of Credit after the amount Letter of Credit Expiration Date and (2) shall otherwise be deemed to have any risk participation in any Extended Letter of Credit after the Letter of Credit Expiration Date, except to the extent of any payment L/C Disbursements made by such under any Extended Letter of Credit prior to the Letter of Credit Expiration Date. The foregoing shall not affect the right of any L/C Issuer under any that shall have issued an Extended Letter of Credit, together with interest as provided hereinCredit to seek reimbursement for any L/C Disbursement made thereunder from the applicable Primary Revolving Borrower or from the Designated Cash Collateral therefor.
(viv) If any Primary Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant any L/C Issuer any amount required to be paid by such Primary Revolving Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Primary Revolving Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then from time to time in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant applicable L/C Issuer submitted to any Primary Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viv) shall be conclusive absent demonstrable manifest error.
Appears in 2 contracts
Samples: Third Amendment Agreement (Pulse Electronics Corp), Second Amendment Agreement (Pulse Electronics Corp)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 10:00 a.m. 1:00 p.m. on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Datedrawing. If the Borrower fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then the Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing in Dollars (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the Borrower does not reimburse the applicable L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Borrower shall have received such eventnotice later than 1:00 p.m. on any Business Day, on the second succeeding Business Day), the Borrower shall be deemed to have requested a Revolving Credit Borrowing under the Revolving Credit Facility denominated in Dollars of Base Rate Loans to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments in respect of the Appropriate LendersRevolving Credit Facility. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and subject such drawing is not reimbursed on the same day, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans under the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or Revolving Credit Facility until the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack date of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticereimbursement.
(ii) Each Revolving Credit Lender under the Revolving Credit Facility (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) in Dollars for the account of the relevant L/C Issuer at the Administrative Agent’s Office for payments in an amount equal to its Applicable Revolving Credit Percentage or other applicable share provided under this Agreement of the any Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 p.m., Local Time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), whereupon each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing in respect of the Revolving Credit Facility of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateApplicable Rate for Revolving Credit Loans that are maintained as Base Rate Loans. In such event, each Revolving Credit Lender’s under the Revolving Credit Facility payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender under the Revolving Credit Facility funds its Revolving Credit Loan under the Revolving Credit Facility or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Percentage or other applicable share provided under this Agreement of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit LenderXxxxxx’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender under the Revolving Credit Facility fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at the greater of the Federal Funds Rate and a rate per annum equal to determined by the applicable Overnight Rate then Administrative Agent in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may bebanking industry rules on interbank compensation. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender under the Revolving Credit Facility (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(iv) shall be conclusive absent demonstrable error.
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender under the Revolving Credit Facility such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to each Revolving Credit Lender under the Revolving Credit Facility its Applicable Percentage or other applicable share provided under this Agreement thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender under the Revolving Credit Facility shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage or other applicable share provided under this Agreement thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate.
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Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of CreditCredit (a “Drawing Request”), the relevant L/C Issuer Applicable Issuing Party shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on of the Business Day immediately following receipt of such Drawing Request and of the Business Day on which date the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received Applicable Issuing Party is requested to honor such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a an “Borrower Honor Date”). Not later than (x) 11:00 a.m. on the Honor Date, if such notice is received before 9:00 a.m. on such Honor Date or (y) 11:00 a.m. on the Business Date next succeeding such Honor Date, if such notice is received on or after 9:00 a.m. on such Honor Date (such date under clause (x) or (y) as applicable, the “Reimbursement Date” and such time under clause (x) or (y) as applicable, the “Reimbursement Time”), the Borrower shall reimburse such the respective L/C Issuer Issuers through the Administrative Agent in an same day funds the amount equal to such Drawing Request. To the amount of such drawing on such Honor Date plus interest accruing at extent that same day funds are received by the Base Rate Administrative Agent from the Honor Date Borrower prior to the date of reimbursement by the Borrower Reimbursement Time on the Borrower Honor Reimbursement Date. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of remit the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal funds so received to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b)Applicable Issuing Party. Any notice given by an L/C Issuer the Applicable Issuing Party or the Administrative Agent pursuant to this Section 2.03(c)(i2.06(c)(i) may be given by telephone if promptly 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) With respect to any Drawing Request, if same day funds are not received by the Administrative Agent from the Borrower prior to the Reimbursement Time on the Reimbursement Date in the amount of such Drawing Request, the Administrative Agent shall promptly notify each Lender of such Drawing Request, the amount of the unreimbursed drawing (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage of such Unreimbursed Amount. In such event, the Borrower shall be deemed to have requested a Base Rate Borrowing to be disbursed on the Reimbursement Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Borrowings, but subject to the unutilized portion of the Aggregate Commitments (after giving effect to payment of such Unreimbursed Amount) and the conditions set forth in Section 4.02 (other than delivery of any Loan Notice). Each Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer Applicable Issuing Party at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amountReimbursement Date. The Administrative Agent shall remit the funds so received to the relevant Applicable Issuing Party. To the extent that same day funds are received by the Administrative Agent from the Lenders with respect to a Several Letter of Credit prior to 2:00 p.m. on the Reimbursement Date, the Administrative Agent shall notify the Several L/C IssuerAgent and the Several L/C Agent shall promptly make such funds available to the beneficiary of such Several Letter of Credit on such date. To the extent that the Several L/C Agent has not delivered funds to any beneficiary of a Several Letter of Credit on behalf of a Lender on the Reimbursement Date, if same day funds are received by the Administrative Agent from such Lender: (i) after 2:00 p.m. on the Reimbursement Date the Several L/C Agent shall make such funds available to such beneficiary on the next Business Day; (ii) prior to 2:00 p.m. on any Business Day after the Reimbursement Date, the Several L/C Agent shall make those funds available to such beneficiary on such Business Day; and (iii) after 2:00 p.m. on any Business Day after the Reimbursement Date, the Several L/C Agent shall make those funds available to such beneficiary on the next Business Day following such Business Day.
(iii) Unless the Administrative Agent or Several L/C Agent receives notice from a Lender prior to any Reimbursement Date with respect to a Several Letter of Credit that such Lender will not make available as and when required hereunder to the Administrative Agent the amount of such Lender’s L/C Advance on such Reimbursement Date, the Administrative Agent and the Several L/C Agent may assume that such Lender has made such amount available to the Administrative Agent in same day funds on the Reimbursement Date and the Several L/C Agent may (but shall not be required), in reliance upon such assumption, make available to the beneficiary of the related Several Letter of Credit on such date such Lender’s L/C Advance.
(iv) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing Advance in the amount of the Unreimbursed Amount that is not so refinancedrefinanced from (x) in the case of Fronted Letters of Credit, which the Fronting Bank and (y) in the case of Several Letters of Credit, from the Lenders to the extent that they have provided funds with respect to such Several Letter of Credit pursuant to Section 2.06(c)(ii); provided that the making of such L/C Borrowing Advance shall not constitute a Default or Event of Default hereunder. L/C Advances shall be due and payable on demand by the Administrative Agent at the request of the Required Lenders (together with interest) and shall bear interest at the rate then applicable to Base Rate Loans plus, at any time during the continuance of an Event of Default Rateunder Article VII (a), (b), (h) or (i), 2%. In such event, each Revolving Credit Each Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer Applicable Issuing Party pursuant to Section 2.03(c)(ii2.06(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing Advance and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.032.06. Any payment by the Borrower in respect of such L/C Advance shall be made to the Administrative Agent and upon receipt applied by the Administrative Agent in accordance with Section 2.06(d).
(ivv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.06(c) to reimburse the relevant L/C Issuer Applicable Issuing Party for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount Unreimbursed Amount shall be solely for the account of the relevant Fronting Bank or the Several L/C IssuerAgent, as applicable.
(vvi) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer the Applicable Issuing Party for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.06(c), 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 the relevant L/C IssuerAdministrative Agent, the Applicable Issuing Party, any Lender, the Borrower any Subsidiary, any beneficiary named in any Letter of Credit, any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting) or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, (C) any lack of validity or enforceability of such Letter of Credit, this Agreement or any other Loan Document, (D) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, (E) the surrender or impairment of any security for the performance or observance of any of the terms of the Loan Documents, (F) any matter or event set forth in Section 2.06(b)(i), or (CG) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant respective L/C Issuer Issuers for the amount of any payment made by such the respective L/C Issuer Issuers under any Letter of Credit, together with interest as provided herein.
(vivii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer Applicable Issuing Party any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.06(c) by the time specified in the third sentence of Section 2.03(c)(ii2.06(c)(ii), thenthe Applicable Issuing Party, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer the Applicable Issuing Party, as the case may be, at a rate per annum equal to the applicable Overnight Rate then in effectFederal Funds Rate, plus any administrative, processing or similar fees customarily charged by such L/C Issuer the Applicable Issuing Party 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer Applicable Issuing Party, submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vivii) shall be conclusive absent demonstrable manifest error.
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Samples: Credit Agreement (Cme Group Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower Borrowers and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following On the Business Day on which the Borrower Borrowers shall have received notice of any Honor Date (payment by the L/C Issuer under a Letter of Credit or, if the Borrower Borrowers shall have received such notice later than 10:00 a.m. 12:00 p.m., Philadelphia, Pennsylvania time, on any Business Day, on the second succeeding Business Day (such applicable Business Day) (each such date, a “Borrower the "L/C Honor Date”"), the Borrower Borrowers shall reimburse (regardless of whether or not such Letter of Credit shall be for the sole account of the Borrowers or for the joint account of the Borrowers and any Subsidiary) reimburse, on a joint and several basis, the L/C Issuer through the Administrative Agent in an amount equal to such drawing. If the Borrowers fail to so reimburse the L/C Issuer on the L/C Honor Date (or if any such reimbursement payment is required to be refunded to the Borrowers for any reason), then (x) the Borrowers shall be deemed to have requested a Borrowing of Prime Rate Loans in the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by such timedrawing, and (y) the Administrative Agent shall promptly notify each Revolving Credit Lender of the L/C Honor Date, the amount of the unreimbursed drawing (the “"Unreimbursed Amount”"), and the amount of such Appropriate Lender’s 's Applicable Revolving Credit Percentage thereof. In such event, the Borrower Such Revolving Loans shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on made by the Borrower Honor Date in an amount equal to the Unreimbursed Amount, Lenders without regard to the minimum Borrowing Minimums and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b)Borrowing Multiples. Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.3(c)(i) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and such drawing is not reimbursed on the same day, the Unreimbursed Amount of such drawing shall, without duplication, accrue interest for each day until the date of reimbursement at (x) prior to the Business Day following the L/C Honor Date, the rate per annum applicable to the outstanding principal balance of Prime Rate Loans pursuant to Section 3.1(a), and (y) thereafter, a rate per annum equal to the Default Rate applicable to the outstanding principal balance of Prime Rate Loans.
(ii) Each Revolving Credit Lender (including any such the Lender acting as an the L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.3(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s 's Payment Office in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a Letter of Credit in Dollars not later than 12:00 noon 1:00 p.m., Philadelphia, Pennsylvania time on the Business Day specified in such 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer, and may apply Cash Collateral provided for this purpose to such Unreimbursed Amount.
(iii) With respect Each Lender that makes funds available pursuant to any Unreimbursed Amount Section 2.3(c)(ii) shall be deemed to have made a Prime Rate Loan to the Borrowers in respect of a Letter of Credit such amount, provided that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because in the event the conditions for Borrowings set forth in Section 4.02 4.2 cannot be satisfied (and have not been waived) or for any other reason, then (A) the Borrower Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinancedAmount, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment Rate applicable to the Administrative Agent for the account outstanding principal balance of the relevant L/C Issuer pursuant to Section 2.03(c)(iiPrime Rate Loans, and (B) such Lender shall be deemed payment in respect of its to have purchased a participation in such L/C Borrowing and shall constitute in an amount equal to its Applicable Percentage thereof (a "L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03Advance").
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.3(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s 's Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s 's obligation to make Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.3(c), 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 the relevant L/C Issuer, 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, provided that each Revolving Credit Lender’s 's obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c2.3(c) is subject to the conditions set forth in Section 4.02 4.2 (other than delivery by the Borrower Borrowers of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower Borrowers to reimburse the relevant L/C Issuer Issuer, on a joint and several basis, for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.3(c) by the time specified in Section 2.03(c)(ii2.3(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such the L/C Issuer at the greater of the Federal Funds Effective Rate and a rate per annum equal to determined by the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may bebanking industry rules on interbank compensation. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.3(c)(vi) shall be conclusive absent demonstrable manifest error.
(vii) If, at any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender's L/C Advance in respect of such payment in accordance with this Section 2.3(c), the Administrative Agent receives for the account of such Lender any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.3(c) is required to be returned under any of the circumstances described in Section 10.11, each Lender shall pay to the Administrative Agent its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate.
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Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such any Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on If a payment is made by the Business Day immediately following the Business Day on which the Borrower shall have received notice L/C Issuer under a Letter of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”), Credit the Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to not later than 12:00 noon, New York time, on the amount date such payment under such Letter of Credit is made (the "Honor Date"), if the Borrower shall have received notice of such drawing payment prior to 10:00 a.m., New York time, on such Honor Date plus interest accruing at the Base Rate from the Honor Date Date, or if such notice has not been received by the Borrower prior to such time on the date Honor Date, then not later than 12:00 noon, New York time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt. Any such reimbursement by the Borrower which is made after the Honor Date shall be made together with interest on the Borrower amount disbursed from and including the Honor DateDate until payment in full of such disbursed amount, at a varying rate per annum equal to the then applicable interest rate for Base Rate Loans through the date that payment is due to be made pursuant to this Section, and thereafter, at the Default Rate applicable to Base Rate Loans. If the Borrower fails to so reimburse such the L/C Issuer by such timethe time required by the terms of this subsection (c)(i), the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “"Unreimbursed Amount”"), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage 's Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Committed Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Aggregate Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.13(c)(i) may be given by telephone if promptly 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 any such the Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.13(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s 's Office in an amount equal to its Applicable Revolving Credit Percentage Pro Rata Share of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 2:00 p.m., New York time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii2.13(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s 's payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii2.13(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.032.13.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Committed Loan or L/C Advance pursuant to this Section 2.03(c2.13(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage 's Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s 's obligation to make Revolving Credit Committed Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.13(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but . Any such reimbursement shall not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.13(c) by the time specified in Section 2.03(c)(ii2.13(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such the L/C Issuer at a rate per annum equal to the applicable Overnight Federal Funds Rate then from time to time in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable manifest error.
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Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant applicable L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 10:00 If such L/C Issuer notifies thesuch Borrower of such payment prior to 11:00 a.m. (New York Time) on the Business Day immediately following the Business Day on which the Borrower shall have received notice date of any Honor Date (or, if the Borrower shall have received payment by such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) L/C Issuer under a Letter of Credit (each such date, a an “Borrower Honor Date”), thesuch Borrower shall reimburse on such day (or the next succeeding Business Day, as provided below) the applicable L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing; provided that if such notice is not provided to thesuch Borrower prior to 11:00 a.m. (New York Time) on the Honor Date, then thesuch Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on the next succeeding Business Day and such Honor Date plus extension of time shall be reflected in computing fees and interest (including interest accruing at from and after the Base Rate from the Honor Date date of drawing to but excluding the date of reimbursement by the Borrower (if not reimbursed on the Borrower Honor Datedate of drawing)) at the per annum rate of interest applicable to a Revolving Credit Loan that is a Base Rate Loan in respect of any such Letter of Credit. If the thesuch Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, the thesuch Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans with respect to each Letter of Credit to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans2.02, but subject to (x) the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to (y) the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such each Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage Pro Rata Share of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 p.m. (New York Time) on the Business Day specified in such 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 Base Rate Loan with respect to each Letter of Credit to the applicable Borrower in such amount. The Administrative Agent shall promptly remit the funds so received to the relevant applicable L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans with respect to each Letter of Credit because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage Pro Rata Share of such amount shall be solely for the account of the relevant such L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant such L/C Issuer, the theany Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the thea Borrower to reimburse the relevant applicable L/C Issuer for the amount of any payment made by such the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then from time to time in effecteffect and a rate reasonably determined by such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable manifest error.
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Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a compliant drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 10:00 a.m. 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on (which reimbursement, in the case of a Letter of Credit denominated in an Alternative Currency, shall be in such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateAlternative Currency). If the Borrower fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then the Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the Borrower does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Borrower shall have received such eventnotice later than 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day), the Borrower shall be deemed to have requested requested, for the account of the Borrower, a Revolving Credit Borrowing of Base Rate Loans (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in Dollars) or Eurocurrency Rate, RFR Loans (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in Pounds Sterling) or Term Benchmark Loans with a period of one month (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency which Eurocurrency RateTerm Benchmark Loans shall be in the same Alternative Currency in which the relevant Letter of Credit is denominated), which requested Revolving Credit Borrowings shall be deemed to have been allocated ratably between the Initial Revolving Credit Facility and the 2023 Extended Revolving Credit Facility, to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or Eurocurrency Rate, RFR Loans or Term Benchmark Loans, as applicable, nor the conditions set forth in Section 4.02, but subject to the amount of the unutilized portion of the relevant Revolving Credit Commitments in respect of the Appropriate Lendersapplicable Revolving Credit Facility. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and subject such drawing is not reimbursed on the same day as the day on which it is paid, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans or Eurocurrency Rate, RFR Loans or Term Benchmark Loans, as applicable, under the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or applicable Revolving Credit Facility until the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack date of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticereimbursement.
(ii) Each Revolving Credit Lender of the applicable Class (including any such Lender acting as an L/C Issuer) (it being understood that solely for the purposes of this Section 2.03(c)(ii), prior to the Revolving Credit Facility Maturity Date with respect to the Initial Revolving Credit Facility, the Initial Revolving Credit Facility and the 2023 Extended Revolving Credit Facility shall be considered as a single Class) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Principal Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a relevant Letter of Credit not later than 12:00 noon 1:00 p.m., Local Time, on the Business Day specified in such 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 Base Rate Loan to (or, in the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to case of any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by denominated in an Alternative Currency, a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer Eurocurrency Rateeither an L/C Borrowing RFR Loan (in the amount case of the any Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation a Letter of Credit denominated in Pounds Sterling) or a Term Benchmark Loan with an interest period of one month denominated in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(cAlternative Currency) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest Borrower in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.the
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
Drawings and Reimbursements; Funding of Participations. (ia) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer Issuing Lender shall notify promptly the relevant Borrower and the Administrative Agent thereof. Not Such Borrower shall reimburse the Issuing Lender, through the Administrative Agent, for the amount of any drawing under a Letter of Credit not later than 1:00 P.M., New York City time, on the date that such drawing is made (if such Borrower has received notice from the Issuing Lender of such drawing prior to 10:00 a.m. A.M., New York City time, on such date) or, if such Borrower has not received notice of such drawing prior to such time on such date, then not later than 1:00 P.M., New York City time, on (i) the Business Day that such Borrower receives such notice, if such notice is received prior to 10:00 A.M., New York City time, on the day of receipt, or (ii) the Business Day immediately following the Business Day on which the day that such Borrower shall have received notice of any Honor Date (orreceives such notice, if the Borrower shall have received such notice later than is not received prior to 10:00 a.m. on any Business DayA.M., New York City time, on the second succeeding Business Day) day of such receipt (each the date on which such date, a reimbursement by such Borrower is due pursuant to this sentence being referred to herein as the “Borrower Honor Requested Reimbursement Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date. If the such Borrower fails to so reimburse such L/C Issuer the Issuing Lender by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Requested Reimbursement Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the such Borrower shall be deemed to have requested a Revolving Credit Borrowing borrowing of Base Rate Loans to be disbursed on the Borrower Honor Requested Reimbursement Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples multiples, and notice periods, specified in Section 2.02 2.2 for the principal amount of Base Rate Loans. Such Base Rate Loans may from time to time be converted to Eurodollar Loans, but subject as determined by such Borrower and notified to the amount of Administrative Agent in accordance with Section 2.9, provided that no Revolving Credit Loan shall be made as a Eurodollar Loan after the unutilized portion of day that is one month prior to the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b)Termination Date. Any notice given by an L/C Issuer the Issuing Lender or the Administrative Agent pursuant to this Section 2.03(c)(i3.3(a) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(iib) Each Revolving Credit Lender (including any such the Lender acting as an L/C IssuerIssuing Lender) shall upon any notice pursuant to Section 2.03(c)(i3.3(a) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer Issuing Lender at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 P.M., New York City time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii3.3(a), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the such Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C IssuerIssuing Lender.
(iiic) With respect to If any Unreimbursed Amount in respect of drawing is made under a Letter of Credit that and is not fully reimbursed or refinanced by a Revolving Credit Borrowing of Base Rate Loans because on the conditions set forth in Section 4.02 cannot be satisfied or date such drawing is made, for any other reason, the such Borrower shall be deemed to have incurred from the relevant L/C Issuer Issuing Lender an L/C Borrowing in the amount of the Unreimbursed Amount that is not so reimbursed or refinanced, which L/C Borrowing (i) shall bear interest at the rate applicable to Base Rate Loans from and including the date that such drawing is paid by the Issuing Bank to but excluding the earlier of the date that such Unreimbursed Amount is so reimbursed or refinanced or the date that is the next Business Day following the Requested Reimbursement Date and, if not so reimbursed or refinanced on or prior to the date that is the next Business Day following the Requested Reimbursement Date, then, from and after the date that is the next Business Day following the Requested Reimbursement Date to but excluding the date so reimbursed or refinanced, the rate applicable to Base Rate Loans plus 2% and (ii) shall, on and after the date that is the next Business Day following the Requested Reimbursement Date, be due and payable on demand (together with interest) and shall bear interest at the Default Ratedemand. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer Issuing Lender pursuant to Section 2.03(c)(ii3.3(b) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.033.3.
(ivd) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) 3.3 to reimburse the relevant L/C Issuer Issuing Lender for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C IssuerIssuing Lender.
(ve) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer the Issuing Lender for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c)3.3, shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C IssuerIssuing Lender, the such 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) 3.3 is subject to the conditions set forth in Section 4.02 4.2 (other than delivery by the relevant Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the relevant Borrower to reimburse the relevant L/C Issuer Issuing Lender for the amount of any payment made by such L/C Issuer the Issuing Lender under any Letter of Credit, together with interest as provided herein.
(vif) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) 3.3 by the time specified in Section 2.03(c)(ii3.3(b), then, without limiting the other provisions of this Agreement, such L/C Issuer Issuing Lender shall be entitled to recover from such Lender (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 such L/C Issuer the Issuing Lender at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate determined by the Issuing Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer the Issuing Lender 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 Loan included in the relevant Borrowing borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer Issuing Lender submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause paragraph (vif) shall be conclusive absent demonstrable manifest error.
Appears in 1 contract
Samples: Credit Agreement (White Mountains Insurance Group LTD)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant applicable L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. Each L/C Issuer shall notify the Borrower on the Business Day immediately following the Business Day on which the Borrower shall have received notice date of any Honor Date (or, if the Borrower shall have received payment by such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) L/C Issuer under a Letter of Credit (each such date, a an “Borrower Honor Date”), and the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing no later than on the next succeeding Business Day (and any reimbursement made on such next Business Day shall be taken into account in computing interest and fees in respect of any such Letter of Credit) after the Borrower shall have received notice of such payment with interest on the amount so paid or disbursed by such L/C Issuer, to the extent not reimbursed prior to 3:00 p.m. (New York City time) on the applicable Honor Date plus interest accruing Date, from and including the date paid or disbursed to but excluding the date such L/C Issuer was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Honor Date Applicable Rate as in effect from time to the date of reimbursement by the Borrower on the Borrower Honor Datetime for Revolving Credit Loans that are maintained as Base Rate Loans. If the Borrower fails to so reimburse such L/C Issuer by on such timenext Business Day, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, in the case of an Unreimbursed Amount, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, in accordance with the requirements of Section 2.02 but without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, as the case may be, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.03(d)(i) may be given by telephone if promptly confirmed in writing; provided that the lack of such an immediate a prompt confirmation shall not affect the conclusiveness or binding effect of such notice.
(ii) Each Revolving Credit Lender (including any such each Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.03(d)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant applicable L/C Issuer Issuer, at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage applicable Pro Rata Share of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 3:00 p.m. (New York City time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii2.03(d)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Loan to the Borrower in such amount. The Administrative Agent shall promptly remit the funds so received to the relevant applicable L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate then applicable to Base Rate Revolving Credit Loans. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant applicable L/C Issuer pursuant to Section 2.03(c)(ii2.03(d)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.03(d) to reimburse the relevant applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such LenderXxxxxx’s Applicable Revolving Credit Percentage applicable Pro Rata Share of such amount shall be solely for the account of the relevant such L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.03(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 the relevant such L/C Issuer, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c2.03(d) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant applicable L/C Issuer for the amount of any payment made by such the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.03(d) by the time specified in Section 2.03(c)(ii2.03(d)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then from time to time in effecteffect and a rate reasonably determined by such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid)principal amount, the amount so paid (less interest and fees) shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(d)(vi) shall be conclusive absent demonstrable manifest error.
Appears in 1 contract
Samples: Credit Agreement
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant applicable L/C Issuer shall, within the period determined by applicable Law or rules specified in such Letter of Credit, examine drawing document(s). After such examination of drawing document(s), the applicable L/C Issuer shall notify promptly the Borrower of the date and the Administrative Agent thereofamount of a draft presented under any Letter of Credit and paid by such L/C Issuer. Not later than 10:00 a.m. Each L/C Issuer shall notify the Borrower on the Business Day immediately following the Business Day on which the Borrower shall have received notice date of any Honor Date (or, if the Borrower shall have received payment by such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) L/C Issuer under a Letter of Credit (each such date, a an “Borrower Honor Date”), and the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing no later than on the next succeeding Business Day (and any reimbursement made on such next Business Day shall be taken into account in computing interest and fees in respect of any such Letter of Credit) after the Borrower shall have received notice of such payment with interest on the amount so paid or disbursed by such L/C Issuer, to the extent not reimbursed prior to 3:00 p.m. (New York City time) on the applicable Honor Date plus interest accruing Date, from and including the date paid or disbursed to but excluding the date such L/C Issuer was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Honor Date Applicable Rate as in effect from time to the date of reimbursement by the Borrower on the Borrower Honor Datetime for Revolving Credit Loans that are maintained as Base Rate Loans. If the Borrower fails to so reimburse such L/C Issuer by on such timenext Business Day, the L/C Issuer will notify the Administrative Agent thereof and the Administrative Agent shall promptly notify each Revolving Credit Lender under the applicable Revolving Tranche of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, in the case of an Unreimbursed Amount, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date such date in an amount equal to to, and denominated in the same currency as, the Unreimbursed Amount, in accordance with the requirements of Section 2.02 but without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or SOFR Loans, as the case may be, but subject to the amount of the unutilized unused portion of the Revolving Credit Commitments of the Appropriate Lenders, under such Revolving Tranche and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.03(d)(i) may be given by telephone if promptly confirmed in writing; provided that the lack of such an immediate a prompt confirmation shall not affect the conclusiveness or binding effect of such notice.
(ii) Each Revolving Credit Lender (including any such each Lender acting as an L/C Issuer) under the applicable Revolving Tranche shall upon any notice pursuant to Section 2.03(c)(i2.03(d)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant applicable L/C Issuer Issuer, at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage applicable Pro Rata Share of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 3:00 p.m. (New York City time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii2.03(d)(iii), each Revolving Credit Lender under such Revolving Tranche that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Loan under such Revolving Tranche to the Borrower in such amount. The Administrative Agent shall promptly remit the funds so received to the relevant applicable L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied (other than the condition in Section 4.02(c), which shall be deemed to be satisfied) or for any other reason, the Borrower shall be deemed to have incurred from the relevant applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate then applicable to Base Rate Revolving Credit Loans. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant applicable L/C Issuer pursuant to Section 2.03(c)(ii2.03(d)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender under the applicable Revolving Tranche funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.03(d) to reimburse the relevant applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such LenderXxxxxx’s Applicable Revolving Credit Percentage applicable Pro Rata Share of such amount shall be solely for the account of the relevant such L/C Issuer.
(v) Each applicable Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.03(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 the relevant such L/C Issuer, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c2.03(d) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant applicable L/C Issuer for the amount of any payment made by such the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.03(d) by the time specified in Section 2.03(c)(ii2.03(d)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then from time to time in effecteffect and a rate reasonably determined by such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid)principal amount, the amount so paid (less interest and fees) shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(d)(vi) shall be conclusive absent demonstrable manifest error.
Appears in 1 contract
Samples: First Lien Credit Agreement (ZoomInfo Technologies Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer applicable Issuing Bank shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 11:00 a.m. on the one Business Day immediately following after the Business Day on which the Borrower shall have received date of notice of any Honor Date (payment by an Issuing Bank under a Letter of Credit or, if the Borrower shall have received such notice from the Issuing Bank later than 10:00 11:00 a.m. on any Business Day, not later than 4:00 p.m. on the second succeeding next Business Day) Day (each such datedate of payment by an Issuing Bank, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Datedrawing. If the Borrower fails to so reimburse such L/C Issuer the applicable Issuing Bank by such time, the Administrative Agent shall promptly notify each Revolving Credit Facility Lender under the applicable Revolving Facility of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Facility Lender’s Applicable Revolving Credit Facility Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate ABR Revolving Facility Loans under the applicable Revolving Facility to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate ABR Loans, but subject to the amount of the unutilized portion of the Revolving Credit Facility Commitments of the Appropriate Lenders, under Section 4.02 and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Borrowing Request). Any notice given by an L/C Issuer Issuing Bank or the Administrative Agent pursuant to this Section 2.03(c)(i2.05(c)(i) may be given by telephone if promptly 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 Facility Lender (including any such Lender acting as an L/C Issuer) under the applicable Revolving Facility shall upon any notice pursuant to Section 2.03(c)(i2.05(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the applicable Issuing Bank to Administrative Agent’s Office Agent in an amount equal to its Applicable applicable Revolving Credit Facility Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii2.05(c)(iii), each Revolving Credit Facility Lender that so makes funds available shall be deemed to have made a Base Rate an ABR Revolving Facility Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuerapplicable Issuing Bank.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Facility Borrowing of Base Rate ABR Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer applicable Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Raterate applicable to ABR Revolving Facility Loans of the applicable Class. In such event, each Revolving Credit Facility Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank pursuant to Section 2.03(c)(ii2.05(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.032.05; provided that the amount of any drawing that is not reimbursed on the Honor Date shall bear interest at the rate applicable to ABR Revolving Facility Loans from and including the date of drawing to but excluding the date such amount becomes an Unreimbursed Amount.
(iv) Until each Revolving Credit Facility Lender under the applicable Revolving Facility funds its Revolving Credit Facility Loan or L/C Advance pursuant to this Section 2.03(c2.05(c) to reimburse the relevant L/C Issuer an Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Facility Percentage of such amount shall be solely for the account of the relevant L/C Issuersuch Issuing Bank.
(v) Each Revolving Credit Facility Lender’s obligation to make Revolving Credit Facility Loans or L/C Advances to reimburse an L/C Issuer the Issuing Banks for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.05(c), 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 the relevant L/C Issuerany Issuing Bank, the Borrower or any other Person 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 Revolving Credit Facility Lender’s obligation to make Revolving Credit Facility Loans (but not L/C Advances) pursuant to this Section 2.03(c2.05(c) is subject to the conditions set forth in Section 4.02 4.03 (other than delivery by the Borrower of a Loan NoticeBorrowing Request). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer any Issuing Bank for the amount of any payment made by such L/C Issuer Issuing Bank under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Facility Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer an Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.05(c) by the time specified in Section 2.03(c)(ii2.05(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer Issuing Bank shall be entitled to recover from such Lender (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 such L/C Issuer Issuing Bank at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate determined by such Issuing Bank in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer Issuing Bank in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid (minus the foregoing interest and fees) shall constitute such Lender’s Revolving Facility Loan included in the relevant Revolving Facility Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer an Issuing Bank submitted to any Revolving Credit Facility Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.05(c)(vi) shall be conclusive absent demonstrable manifest error.
Appears in 1 contract
Samples: Credit Agreement (Centurylink, Inc)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 10:00 a.m. 1:00 p.m. on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in Dollars in an amount equal to the amount Dollar Equivalent of such drawing on such Honor Date plus interest accruing at using the Base Exchange Rate from the Honor Date in relation to the date of reimbursement by the Borrower Dollars in effect on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then, in the case of each L/C Borrowing, the Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing in Dollars (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the Borrower does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Borrower shall have received such eventnotice later than 1:00 p.m. on any Business Day, on the second succeeding Business Day), the Borrower shall be deemed to have requested a Revolving Credit Borrowing denominated in Dollars of Base Rate Loans to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate LendersCommitments, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 . For the avoidance of doubt, if any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of drawing occurs under a Letter of Credit and such drawing is not later than 12:00 noon reimbursed on the Business Day specified in same day, such notice by drawing shall, without duplication, accrue interest at the Administrative Agent, whereupon, subject rate applicable 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because under the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from Facility until the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable errorreimbursement.
Appears in 1 contract
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a compliant drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower Representative and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower Representative shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower Representative shall have received such notice later than 10:00 a.m. 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the applicable Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on (which reimbursement, in the case of a Letter of Credit denominated in an Alternative Currency, shall be in such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateAlternative Currency). If the applicable Borrower fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrowers for any reason), then the Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the applicable Borrower does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Borrower Representative shall have received such eventnotice later than 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day), the Borrower Representative shall be deemed to have requested requested, for the account of the applicable Borrower, a Revolving Credit Borrowing of Base Rate Loans (in the case of any Unreimbursed Amount in respect of a US Letter of Credit or a Multicurrency Letter of Credit denominated in Dollars) or Eurocurrency Rate Loans with a period of one month (in the case of any Unreimbursed Amount in respect of a Multicurrency Letter of Credit denominated in an Alternative Currency which Eurocurrency Rate Loans shall be in the same Alternative Currency in which the relevant Multicurrency Letter of Credit is denominated) to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, as applicable, nor the conditions set forth in Section 4.02, but subject to the amount of the unutilized portion of the relevant Revolving Credit Commitments in respect of the Appropriate Lendersrelevant Revolving Credit Facility. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and subject such drawing is not reimbursed on the same day as the day on which it is paid, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans or Eurocurrency Rate Loans, as applicable, under the conditions set forth in Section 4.02(b)relevant Revolving Credit Facility until the date of reimbursement. Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 of the applicable Class (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Principal Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a relevant Letter of Credit not later than 12:00 noon 1:00 p.m., Local Time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each relevant Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan (or, in the case of any Unreimbursed Amount in respect of a Multicurrency Letter of Credit denominated in an Alternative Currency, a Eurocurrency Rate Loan with an interest period of one month denominated in such Alternative Currency) to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer in accordance with the instructions provided to the Administrative Agent by such L/C Issuer (which instructions may include standing payment instructions, which may be updated from time to time by such L/C Issuer.
(iii) , provided that, unless the Administrative Agent shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Administrative Agent). With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a relevant Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower applicable Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars (with respect to a Dollar denominated Letter of Credit) or in Alternative Currency (with respective to an Alternative Currency denominated Letter of Credit), in each case in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate then applicable to Base Rate Loans under the US Revolving Credit Facility or Eurocurrency Rate Loans with an interest period of one month under the Multicurrency Revolving Credit Facility, as applicable. In such event, each Revolving Credit Lender’s under the relevant Revolving Credit Facility payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(ivii) Until each relevant Revolving Credit Lender under the Revolving Credit Facility funds its relevant Revolving Credit Loan under the relevant Revolving Credit Facility or relevant L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any relevant Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(viii) Each relevant Revolving Credit Lender’s obligation to make relevant Revolving Credit Loans or relevant L/C Advances to reimburse an L/C Issuer for amounts drawn under relevant Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and (A) shall not be affected by any circumstance, including (AI) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrower Borrowers or any other Person for any reason whatsoever, ; (BII) the occurrence or continuance of a Default, ; or (CIII) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans foregoing and (but not L/C AdvancesB) pursuant to this Section 2.03(c) is subject to shall survive termination of the conditions set forth in Section 4.02 (Aggregate Commitments and the payment of all other than delivery by the Borrower of a Loan Notice)Obligations. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower Borrowers to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any relevant Letter of Credit, together with interest as provided herein.
(vi) . If any Revolving Credit Lender under the Revolving Credit Facility fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at the greater of the Federal Funds Rate and a rate per annum equal to determined by the applicable Overnight Rate then Administrative Agent in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may bebanking industry rules on interbank compensation. A certificate of the relevant L/C Issuer submitted to any relevant Revolving Credit Lender under the relevant Revolving Credit Facility (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable error.
(iv) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any relevant Revolving Credit Lender under the relevant Revolving Credit Facility such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to each relevant Revolving Credit Lender under the relevant Revolving Credit Facility its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(v) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender of the applicable Class shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate.
Appears in 1 contract
Samples: Credit Agreement (W R Grace & Co)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following On the Business Day on which the Borrower shall have received notice of any Honor Date (payment by the L/C Issuer under a Letter of Credit or, if the Borrower shall have received such notice later than 10:00 a.m. 12:00 p.m. on any Business Day, on the second succeeding Business Day (such applicable Business Day) (each such date, a the “Borrower L/C Honor Date”), the Borrower shall (regardless of whether or not such Letter of Credit shall be for the sole account of the Borrower or for the joint account of the Borrower and any Subsidiary) reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Datein Dollars. If the Borrower fails to so reimburse such the L/C Issuer by on the L/C Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then (x) the Borrower shall be deemed to have requested a Borrowing of ABR Revolving Loans in the amount of such drawing, and (y) the Administrative Agent shall promptly notify each Revolving Credit Lender of the L/C Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower Such Revolving Loans shall be deemed to have requested a made by the Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, Lenders without regard to the minimum Borrowing Minimums and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b)Borrowing Multiples. Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.4(c)(i) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and such drawing is not reimbursed on the same day, the Unreimbursed Amount of such drawing shall, without duplication, accrue interest for each day until the date of reimbursement at (x) prior to the third Business Day following the L/C Honor Date, the rate per annum applicable to the outstanding principal balance of ABR Revolving Loans pursuant to Section 3.1(a), and (y) thereafter, a rate per annum equal to the Default Rate applicable to the outstanding principal balance of ABR Revolving Loans.
(ii) Each Revolving Credit Lender (including any such the Revolving Lender acting as an the L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.4(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Payment Office in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a Letter of Credit in Dollars not later than 12:00 noon 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(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer, and may apply Cash Collateral provided for this purpose to such Unreimbursed Amount.
(iii) With respect Each Revolving Lender that makes funds available pursuant to any Unreimbursed Amount Section 2.4(c)(ii) shall be deemed to have made an ABR Revolving Loan in respect of a Letter of Credit Dollars to the Borrower in such amount, provided that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because in the event the conditions for Revolving Borrowings set forth in Section 4.02 4.2 cannot be satisfied (and have not been waived) or for any other reason, then (A) the Borrower shall be deemed to have incurred from the relevant L/C Issuer an a L/C Borrowing in Dollars in the amount of the Unreimbursed Amount that is not so refinancedAmount, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In , and (B) such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) Lender shall be deemed payment in respect of its to have purchased a participation in such L/C Borrowing and shall constitute in an amount equal to its Applicable Percentage thereof (a “L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03Advance”).
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.4(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.4(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.any
Appears in 1 contract
Samples: Credit Agreement (Ooma Inc)
Drawings and Reimbursements; Funding of Participations. (ia) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer applicable Issuing Lender shall notify promptly the Borrower and the Administrative Agent thereof. Not The Borrower shall reimburse the applicable Issuing Lender, through the Administrative Agent, for the amount of any drawing under a Letter of Credit not later than 1:00 P.M. on the date that such drawing is made, if the Borrower has received notice from such Issuing Lender of such drawing prior to 10:00 a.m. A.M. on such date, or, if the Borrower has not received notice of such drawing prior to such time on such date, then not later than 1:00 P.M. on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 A.M. on the day of receipt, or (ii) the Business Day immediately following the Business Day day that the Borrower receives such notice, if such notice is not received prior to 10:00 A.M. on the day of such receipt (the date on which the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on is due pursuant to this sentence being referred to herein as the Borrower Honor “Requested Reimbursement Date”). If the Borrower fails to so reimburse such L/C Issuer Issuing Lender by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Requested Reimbursement Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing borrowing of Base Rate Loans to be disbursed on the Borrower Honor Requested Reimbursement Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples multiples, and notice periods, specified in Section 2.02 2.2 for the principal amount of Base Rate Loans. Such Base Rate Loans may from time to time be converted to Eurodollar Loans, but subject as determined by the Borrower and notified to the amount of Administrative Agent in accordance with Section 2.9, provided that no Revolving Credit Loan shall be made as a Eurodollar Loan after the unutilized portion of day that is one month prior to the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b)Termination Date. Any notice given by an L/C Issuer any Issuing Lender or the Administrative Agent pursuant to this Section 2.03(c)(i3.3(a) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(iib) Each Revolving Credit Lender (including any such Lender acting as an L/C IssuerIssuing Lender) shall upon any notice pursuant to Section 2.03(c)(i3.3(a) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer applicable Issuing Lender at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 4:00 P.M. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii3.3(a), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received and any Cash Collateral so applied to the relevant L/C Issuersuch Issuing Lender.
(iiic) With respect to If any Unreimbursed Amount in respect of drawing is made under a Letter of Credit that and is not fully reimbursed or refinanced by a Revolving Credit Borrowing of Base Rate Loans because on the conditions set forth in Section 4.02 cannot be satisfied or date such drawing is made, for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer applicable Issuing Lender an L/C Borrowing in the amount of the Unreimbursed Amount that is not so reimbursed or refinanced, which L/C Borrowing (i) shall bear interest at the rate applicable to Base Rate Loans from and including the date that such drawing is paid by such Issuing Lender to but excluding the earlier of the date that such Unreimbursed Amount is so reimbursed or refinanced or the date that is the next Business Day following the Requested Reimbursement Date and, if not so reimbursed or refinanced on or prior to the date that is the next Business Day following the Requested Reimbursement Date, then, from and after the date that is the next Business Day following the Requested Reimbursement Date to but excluding the date so reimbursed or refinanced, the rate applicable to Base Rate Loans plus 2% and (ii) shall, on and after the date that is the next Business Day following the Requested Reimbursement Date, be due and payable on demand (together with interest) and shall bear interest at the Default Ratedemand. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Lender pursuant to Section 2.03(c)(ii3.3(b) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.033.3.
(ivd) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) 3.3 to reimburse the relevant L/C Issuer applicable Issuing Lender for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuersuch Issuing Lender.
(ve) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer each Issuing Lender for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c)3.3, shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuerany Issuing Lender, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) 3.3 is subject to the conditions set forth in Section 4.02 4.2 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer each Issuing Lender for the amount of any payment made by such L/C Issuer Issuing Lender under any Letter of Credit, together with interest as provided herein.
(vif) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) 3.3 by the time specified in Section 2.03(c)(ii3.3(b), then, without limiting the other provisions of this Agreement, such L/C Issuer Issuing Lender shall be entitled to recover from such Lender (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 such L/C Issuer Issuing Lender at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate as reasonably determined by such Issuing Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer Issuing Lender 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 Loan included in the relevant Borrowing borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer an Issuing Lender submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause paragraph (vif) shall be conclusive absent demonstrable manifest error.
Appears in 1 contract
Samples: Credit Agreement (White Mountains Insurance Group LTD)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a compliant drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 10:00 a.m. 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on (which reimbursement, in the case of a Letter of Credit denominated in an Alternative Currency, shall be in such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateAlternative Currency). If the Borrower fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then the Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the Borrower does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Borrower shall have received such eventnotice later than 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day), the Borrower shall be deemed to have requested requested, for the account of the Borrower, a Revolving Credit Borrowing of Base Rate Loans (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in Dollars), RFR Loans (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in Pounds Sterling) or Term Benchmark Loans with a period of one month (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency which Term Benchmark Loans shall be in the same Alternative Currency in which the relevant Letter of Credit is denominated), which requested Revolving Credit Borrowings shall be deemed to have been allocated ratably between the Initial Revolving Credit Facility and the 2023 Extended Revolving Credit Facility, to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, RFR Loans or Term Benchmark Loans, as applicable, nor the conditions set forth in Section 4.02, but subject to the amount of the unutilized portion of the relevant Revolving Credit Commitments in respect of the Appropriate Lendersapplicable Revolving Credit Facility. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and subject such drawing is not reimbursed on the same day as the day on which it is paid, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans, RFR Loans or Term Benchmark Loans, as applicable, under the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or applicable Revolving Credit Facility until the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack date of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticereimbursement.
(ii) Each Revolving Credit Lender of the applicable Class (including any such Lender acting as an L/C Issuer) (it being understood that solely for the purposes of this Section 2.03(c)(ii), prior to the Revolving Credit Facility Maturity Date with respect to the Initial Revolving Credit Facility, the Initial Revolving Credit Facility and the 2023 Extended Revolving Credit Facility shall be considered as a single Class) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Principal Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a relevant Letter of Credit not later than 12:00 noon 1:00 p.m., Local Time, on the Business Day specified in such 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 Base Rate Loan (or, in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency, either an RFR Loan (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in Pounds Sterling) or a Term Benchmark Loan with an interest period of one month denominated in such Alternative Currency) to the Borrower in such amountamount under the applicable Revolving Credit Facility. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer in accordance with the instructions provided to the Administrative Agent by such L/C Issuer (which instructions may include standing payment instructions, which may be updated from time to time by such L/C Issuer, provided that, unless the Administrative Agent shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Administrative Agent).
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars (with respect to a Dollar-denominated Letter of Credit) or in Alternative Currency (with respective to an Alternative Currency denominated Letter of Credit), in each case in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate then applicable to Base Rate Loans under the applicable Revolving Credit Facility, RFR Loans or Term Benchmark Loans with an interest period of one month under the applicable Revolving Credit Facility, as applicable. In such event, each Revolving Credit Lender’s payment under the Revolving Credit Facility to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender under each Revolving Credit Facility funds its Revolving Credit Loan under the applicable Revolving Credit Facility or relevant L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any relevant Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or relevant L/C Advances to reimburse an L/C Issuer for amounts drawn under relevant Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to and shall survive the payment in full of the Obligations and the termination of this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice)Agreement. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any relevant Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender under any Revolving Credit Facility fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may beRate. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender under any Revolving Credit Facility (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable error.
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender under any Revolving Credit Facility such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to each Revolving Credit Lender under each Revolving Credit Facility its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Xxxxxx’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender of the applicable Class (it being understood that solely for the purposes of this Section 2.03(c)(viii), prior to the Revolving Credit Facility Maturity Date with respect to the Initial Revolving Credit Facility, the Initial Revolving Credit Facility and the 2023 Extended Revolving Credit Facility shall be considered as a single Class) shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate.
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon on the Business Day specified in such 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such LenderXxxxxx’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit LenderXxxxxx’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.
Appears in 1 contract
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower Borrower, the Administrative Agent and the Administrative Revolver Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice date of any Honor Date payment by the L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a an “Borrower Honor Date”), the Borrower shall reimburse such the L/C Issuer through the Administrative Revolver Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at drawing, which reimbursement may be in the form of direct cash reimbursement or in the form of a Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateLoan as set forth below. If the Borrower fails to so reimburse such the L/C Issuer in the form of a direct cash reimbursement by such time, the Administrative Revolver Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and minimum, multiples or notice period specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice, and it being understood that any failure of the Borrower to directly pay unreimbursed drawings on the Honor Date in cash and without the need for a Base Rate Loan shall not constitute a Default in determining whether the conditions to such Revolving Credit Borrowing are satisfied). Any notice given by an the L/C Issuer or the Administrative Revolver Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Revolver Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Applicable Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon on the Business Day specified in such notice by the Administrative Revolver 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 Base Rate Loan to the Borrower in such amount. The Administrative Revolver Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rateinterest rate specified in Section 2.08(b). In such event, each Revolving Credit Lender’s payment to the Administrative Revolver Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan NoticeNotice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Revolver Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Revolver 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate determined by the L/C Issuer in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid (exclusive of interest and fees) shall constitute such Lender’s Revolving Credit Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Revolver Agent, with a copy to the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable manifest error.
Appears in 1 contract
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer, will, within period stipulated by terms and conditions of the Letter of Credit, examine the relevant drawing document. After such examination, the relevant L/C Issuer shall notify promptly the Borrower Company and the Revolving Facility Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower Company shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower Company shall have received such notice later than 10:00 a.m. 1:00 p.m. on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Borrower Company shall reimburse such L/C Issuer through the Revolving Facility Administrative Agent in Dollars in an amount equal to the amount Dollar Equivalent of such drawing on such Honor Date plus interest accruing at using the Base Exchange Rate from the Honor Date in relation to the date of reimbursement by the Borrower Dollars in effect on the Borrower Honor Date. If the Borrower Company fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Company for any reason), then, in the case of each L/C Borrowing, the Revolving Facility Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing in Dollars (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the Company does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Company shall have received such eventnotice later than 1:00 p.m. on any Business Day, on the second succeeding Business Day), the Borrower Company shall be deemed to have requested a Revolving Credit Borrowing denominated in Dollars of Base Rate Loans to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate LendersCommitments, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Revolving Facility Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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) . For the avoidance of doubt, if any drawing occurs under a Letter of Credit and such drawing is not reimbursed on the same day, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans under the Revolving Credit Facility until the date of reimbursement. Each Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Revolving Facility Administrative Agent may apply Cash Collateral provided for this purpose) in Dollars for the account of the relevant L/C Issuer at the Revolving Facility Administrative Agent’s Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 p.m., New York City time, on the Business Day specified in such notice by the Revolving Facility Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii)2.03, each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower Company in such amount. The Revolving Facility Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) . With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower Company shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Revolving Facility Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) . Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) . Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, the Borrower a Company 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, provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower Company of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower Company to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) . If any Revolving Credit Lender fails to make available to the Revolving Facility Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (acting through the Revolving Facility 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 such L/C Issuer at the greater of the Federal Funds Rate and a rate per annum equal to determined by the applicable Overnight Rate then Revolving Facility Administrative Agent in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may bebanking industry rules on interbank compensation. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Revolving Facility Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable error. If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Revolving Facility Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Company or otherwise, including proceeds of Cash Collateral applied thereto by the Revolving Facility Administrative Agent), the Revolving Facility Administrative Agent will distribute to each Revolving Credit Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Revolving Facility Administrative Agent. If any payment received by the Revolving Facility Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Revolving Facility Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Revolving Facility Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate.
Appears in 1 contract
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a compliant drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Parent Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Parent Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Parent Borrower shall have received such notice later than 10:00 a.m. 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Parent Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on (which reimbursement, in the case of a Letter of Credit denominated in an Alternative Currency, shall be in such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateAlternative Currency). If the Parent Borrower fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Parent Borrower for any reason), then the Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (and in the case of a Letter of Credit denominated in any Alternative Currency other than Canadian Dollars, Euros or Pounds Sterling, the Dollar Equivalent of such unreimbursed drawing) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the Parent Borrower does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Parent Borrower shall have received such eventnotice later than 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day), the Parent Borrower shall be deemed to have requested requested, for the account of the Parent Borrower, a Revolving Credit Borrowing of Base Rate Loans (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in Dollars or in an Alternative Currency other than Canadian Dollars, Euros or Pounds Sterling) or Eurocurrency Rate Loans with a period of one month (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency consisting of Canadian Dollars, Euros or Pounds Sterling, which Eurocurrency Rate Loans shall be in the same Alternative Currency in which the relevant Letter of Credit is denominated) to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, as applicable, nor the conditions set forth in Section 4.02, but subject to the amount of the unutilized portion of the relevant Revolving Credit Commitments in respect of the Appropriate LendersRevolving Credit Facility. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and subject such drawing is not reimbursed on the same day as the day on which it is paid, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans or Eurocurrency Rate Loans, as applicable, under the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or Revolving Credit Facility until the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack date of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticereimbursement.
(ii) Each Revolving Credit Lender of the applicable Class (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Principal Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a relevant Letter of Credit not later than 12:00 noon 1:00 p.m., Local Time, on the Business Day specified in such 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 Base Rate Loan (or, in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency, a Eurocurrency Rate Loan with an interest period of one month denominated in such Alternative Currency) to the Parent Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer in accordance with the instructions provided to the Administrative Agent by such L/C Issuer (which instructions may include standing payment instructions, which may be updated from time to time by such L/C Issuer, provided that, unless the Administrative Agent shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Administrative Agent).
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Parent Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars (with respect to a Dollar denominated Letter of Credit) or in Alternative Currency (with respective to an Alternative Currency denominated Letter of Credit), in each case in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate then applicable to Base Rate Loans under the Revolving Credit Facility or Eurocurrency Rate Loans with an interest period of one month under the Revolving Credit Facility, as applicable. In such event, each Revolving Credit Lender’s payment under the Revolving Credit Facility to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender under the Revolving Credit Facility funds its Revolving Credit Loan under the Revolving Credit Facility or relevant L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any relevant Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or relevant L/C Advances to reimburse an L/C Issuer for amounts drawn under relevant Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, the Parent 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to and shall survive the payment in full of the Obligations and the termination of this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice)Agreement. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Parent Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any relevant Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender under the Revolving Credit Facility fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may beRate. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender under the Revolving Credit Facility (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable error.
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender under the Revolving Credit Facility such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Parent Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to each Revolving Credit Lender under the Revolving Credit Facility its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender of the applicable Class shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate.
Appears in 1 contract
Samples: Abl Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender under the applicable Revolving Credit Tranche of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Percentage under the applicable Revolving Credit Percentage PercentageTranche thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 under the applicable Revolving Credit Tranche (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the applicable Revolving Credit Percentage PercentageTranche of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon on the Business Day specified in such 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, the payment of each Revolving Credit Lender’s payment paymentunder the applicable Revolving Credit Tranche to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender under the applicable Revolving Credit Tranche funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of the applicable Revolving Credit Percentage PercentageTranche of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each The obligation of each Revolving Credit Lender’s obligation obligationunder the applicable Revolving Credit Tranche to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 the obligation of each Revolving Credit Lender’s obligation obligationunder the applicable Revolving Credit Tranche to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender under the applicable Revolving Credit Tranche fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.
Appears in 1 contract
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 10:00 a.m. 1:00 p.m. on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in Dollars in an amount equal to the amount Dollar Equivalent of such drawing on such Honor Date plus interest accruing at using the Base Exchange Rate from the Honor Date in relation to the date of reimbursement by the Borrower Dollars in effect on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then (A) if such payment relates to an Alternative Currency Letter of Credit, automatically and with no further action required, the Borrower’s or such other Person’s obligation to reimburse the applicable L/C Borrowing shall be permanently converted into an obligation to reimburse in Dollars the Dollar Equivalent, calculated using the Exchange Rate on the Honor Date, of such L/C Borrowing and (B) in the case of each L/C Borrowing, the Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Lender Applicable Participant of the Honor Date, the amount of the unreimbursed drawing in Dollars (in the case of an Alternative Currency Letter of Credit, using the Exchange Rate for the applicable Alternative Currency in relation to Dollars in effect on the date of determination) (the “Unreimbursed Amount”), and the amount of such Appropriate LenderApplicable Participant’s Applicable Revolving Credit Percentage thereof. In the event that the Borrower does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Borrower shall have received such eventnotice later than 1:00 p.m. on any Business Day, on the second succeeding Business Day), the Borrower shall be deemed to have requested a Revolving Credit Borrowing denominated in Dollars of Base Rate Loans under the Revolving Credit Facility under which such Letter of Credit was issued to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate LendersApplicable Participants, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and such drawing is not reimbursed on the same day, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans under the applicable Revolving Credit Facility until the date of reimbursement.
(ii) Each Revolving Credit Lender Applicable Participant (including any such Lender Applicable Participant acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) in Dollars for the account of the relevant L/C Issuer at the Administrative Agent’s Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 p.m., New York City time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii2.04(c)(iii), each Revolving Credit Lender Applicable Participant that so makes funds available shall be deemed to have made a Base Rate Loan under the Revolving Credit Facility under which such Letter of Credit was issued to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit LenderApplicable Participant’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender Applicable Participant in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender Applicable Participant funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such LenderApplicable Participant’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit LenderApplicable Participant’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 Applicable Participant may have against the relevant L/C Issuer, 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, provided that each Revolving Credit LenderApplicable Participant’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender Applicable Participant fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender Applicable Participant pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender Applicable Participant (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 such L/C Issuer at the greater of the Federal Funds Rate and a rate per annum equal to determined by the applicable Overnight Rate then Administrative Agent in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may bebanking industry rules on interbank compensation. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender Applicable Participant (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable error.
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Applicable Participant such Applicable Participant’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to each Applicable Participant its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Applicable Participant’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Applicable Participant shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Applicable Participant, at a rate per annum equal to the Federal Funds Rate.
Appears in 1 contract
Samples: Credit Agreement (Heinz H J Co)
Drawings and Reimbursements; Funding of Participations. (ia) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer Issuing Lender shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day11:00 a.m., on the second succeeding Business Day) date of any payment by the Issuing Lender under a Letter of Credit (each such date, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer the Issuing Lender through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Datedrawing. If the Borrower fails to so reimburse such L/C Issuer the Issuing Lender by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Commitment Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing an advance of Base Rate Loans Loan to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit combined Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b5 of the Agreement (other than the delivery of a Disbursement Request). Any notice given by an L/C Issuer the Issuing Lender or the Administrative Agent pursuant to this Section 2.03(c)(i) subsection may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(iib) Each Revolving Credit Lender (including any such the Lender acting as an L/C Issuerthe Issuing Lender) shall upon any notice pursuant to Section 2.03(c)(i) the subsection above make funds available (and the to Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer Issuing Lender at the Administrative Agent’s Principal Office in an amount equal to its Applicable Revolving Credit Commitment Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii)the subsection below, each Revolving Credit Lender that so makes funds available shall be deemed to have made an advance of a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C IssuerIssuing Lender.
(iiic) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by an advance of a Revolving Credit Borrowing of Base Rate Loans Loan because the conditions set forth in Section 4.02 5 of the Agreement cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Issuing Lender a Letter of Credit Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer Issuing Lender pursuant to Section 2.03(c)(ii) the subsection above shall be deemed payment in respect of its participation in such L/C Letter of Credit Borrowing and shall constitute an L/C Advance a participation in such Letter of Credit Borrowing from such Lender in satisfaction of its participation obligation under this Section 2.03.3 of Exhibit G.
(ivd) Until each Revolving Credit Lender funds its Revolving Loan Advance or participation in a Letter of Credit Loan or L/C Advance Borrowing pursuant to this Section 2.03(c) 3 of Exhibit G to reimburse the relevant L/C Issuer Issuing Lender for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Commitment Percentage of such amount shall be solely for the account of the relevant L/C IssuerIssuing Lender.
(ve) Each Revolving Credit Lender’s obligation to make Revolving a Loan Advance or participation in such Letter of Credit Loans or L/C Advances Borrowing to reimburse an L/C Issuer the Issuing Lender for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c)3 of Exhibit G, shall be absolute and unconditional and shall not be affected by any circumstance, including (Ai) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C IssuerIssuing Lender, the Borrower or any other Person person for any reason whatsoever, ; (Bii) the occurrence or continuance of a an Event of Default or an Unmatured Default, or (Ciii) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) a Loan Advance pursuant to this Section 2.03(c) 3 of Exhibit G is subject to the conditions set forth in Section 4.02 (other than delivery by 5.1 of the Borrower of a Loan Notice)Agreement being satisfactory to Administrative Agent. No such making of an L/C Advance reimbursement shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer Issuing Lender for the amount of any payment made by such L/C Issuer the Issuing Lender under any Letter of Credit, together with interest as provided herein.
(vif) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c3(b) of Exhibit G by the time specified in Section 2.03(c)(ii)3(b) of Exhibit G, then, without limiting the other provisions of this Agreement, such L/C Issuer Issuing Lender shall be entitled to recover from such Lender (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 such L/C Issuer the Issuing Lender at a rate per annum equal to the applicable Overnight Federal Funds Rate then from time to time in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer Issuing Lender submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 3(f) of Exhibit G shall be conclusive absent demonstrable manifest error.
Appears in 1 contract
Samples: Construction Loan and Security Agreement (Campus Crest Communities, Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b)4.03. Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon on the Business Day specified in such 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 4.03 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 4.03 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.
Appears in 1 contract
Samples: Credit Agreement (Media General Inc)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant applicable L/C Issuer shall, within the period determined by applicable Law or rules specified in such Letter of Credit, examine drawing document(s). After such examination of drawing document(s), the applicable L/C Issuer shall notify promptly the Borrower of the date and the Administrative Agent thereofamount of a draft presented under any Letter of Credit and paid by such L/C Issuer. Not later than 10:00 a.m. Each L/C Issuer shall notify the Borrower on the Business Day immediately following the Business Day on which the Borrower shall have received notice date of any Honor Date (or, if the Borrower shall have received payment by such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) L/C Issuer under a Letter of Credit (each such date, a an “Borrower Honor Date”), and the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing no later than on the next succeeding Business Day (and any reimbursement made on such next Business Day shall be taken into account in computing interest and fees in respect of any such Letter of Credit) after the Borrower shall have received notice of such payment with interest on the amount so paid or disbursed by such L/C Issuer, to the extent not reimbursed prior to 3:00 p.m. (New York City time) on the applicable Honor Date plus interest accruing Date, from and including the date paid or disbursed to but excluding the date such L/C Issuer was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Honor Date Applicable Rate as in effect from time to the date of reimbursement by the Borrower on the Borrower Honor Datetime for Revolving Credit Loans that are maintained as Base Rate Loans. If the Borrower fails to so reimburse such L/C Issuer by on such timenext Business Day, the L/C Issuer will notify the Administrative Agent thereof and the Administrative Agent shall promptly notify each Revolving Credit Lender under the applicable Revolving Tranche of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, in the case of an Unreimbursed Amount, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date such date in an amount equal to to, and denominated in the same currency as, the Unreimbursed Amount, in accordance with the requirements of Section 2.02 but without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or SOFR Loans, as the case may be, but subject to the amount of the unutilized unused portion of the Revolving Credit Commitments of the Appropriate Lenders, under such Revolving Tranche and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.03(d)(i) may be given by telephone if promptly confirmed in writing; provided that the lack of such an immediate a prompt confirmation shall not affect the conclusiveness or binding effect of such notice.
(ii1) Each Revolving Credit Lender (including any such each Lender acting as an L/C Issuer) under the applicable Revolving Tranche shall upon any notice pursuant to Section 2.03(c)(i2.03(d)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant applicable L/C Issuer Issuer, at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage applicable Pro Rata Share of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 3:00 p.m. (New York City time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii2.03(d)(iii), each Revolving Credit Lender under such Revolving Tranche that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Loan under such Revolving Tranche to the Borrower in such amount. The Administrative Agent shall promptly remit the funds so received to the relevant applicable L/C Issuer.
(iii2) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied (other than the condition in Section 4.02(c), which shall be deemed to be satisfied) or for any other reason, the Borrower shall be deemed to have incurred from the relevant applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate then applicable to Base Rate Revolving Credit Loans. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant applicable L/C Issuer pursuant to Section 2.03(c)(ii2.03(d)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv3) Until each Revolving Credit Lender under the applicable Revolving Tranche funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.03(d) to reimburse the relevant applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such LenderXxxxxx’s Applicable Revolving Credit Percentage applicable Pro Rata Share of such amount shall be solely for the account of the relevant such L/C Issuer.
(v4) Each applicable Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.03(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 the relevant such L/C Issuer, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c2.03(d) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant applicable L/C Issuer for the amount of any payment made by such the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi5) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.03(d) by the time specified in Section 2.03(c)(ii2.03(d)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then from time to time in effecteffect and a rate reasonably determined by such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid)principal amount, the amount so paid (less interest and fees) shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(d)(vi) shall be conclusive absent demonstrable manifest error.
Appears in 1 contract
Samples: First Lien Credit Agreement (ZoomInfo Technologies Inc.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Fronted Letter of Credit of any notice of a drawing under such Fronted Letter of Credit, the relevant applicable Fronting L/C Issuer shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and the Administrative Agent thereofLenders of the date (the “Honor Date”) on which the applicable Fronting L/C Issuer anticipates that payment of such drawing will be made. Not later than 10:00 a.m. 2:00 p.m. on the Business Day immediately following the Business Day on which Honor Date, so long as the Borrower shall have has received notice of any Honor Date (or, if such payment from the Borrower shall have received such notice later than applicable Fronting L/C Issuer or the Administrative Agent by 10:00 a.m. on any Business Daysuch Honor Date and, otherwise, not later than 2:00 p.m. on the second succeeding Business Day) Day immediately following the Honor Date (each such date, a “Borrower Honor Letter of Credit Reimbursement Date”), the Borrower shall reimburse such the applicable Fronting L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on (such Honor Date plus interest accruing at amount, the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date“Unreimbursed Amount”). If the Borrower fails to so reimburse make such L/C Issuer reimbursement by the required time and if such timeUnreimbursed Amount is not repaid on the date the required time occurs through a Borrowing of Base Rate Loans in accordance with clause (iii) below, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In Each Lender shall, upon any notice pursuant to this Section 2.01(c)(i), in purchase of its participation in such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard make funds available to the minimum and multiples specified in Section 2.02 Administrative Agent for the principal amount of Base Rate Loans, but subject to the amount account of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b). Any notice given by an applicable Fronting L/C Issuer or at the Administrative Agent pursuant to this Section 2.03(c)(iAgent’s Office in an amount
(i) may be given by telephone if promptly 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 Upon receipt from the beneficiary of any Several Letter of Credit Lender (including of any notice of a drawing under such Lender acting as an Several Letter of Credit, the Several L/C Issuer) Agent shall upon any notice pursuant to Section 2.03(c)(i) make funds available (promptly notify the Administrative Agent, and the Administrative Agent may apply Cash Collateral provided for this purpose) for shall promptly notify the account Borrower and the Lenders, of the relevant date (also, the “Honor Date”) on which the Several L/C Issuer Agent anticipates that payment of such drawing will be made, which notice shall be given not later than 2:00 p.m. on the Business Day immediately preceding the Honor Date. Not later than 10:00 a.m. on the Honor Date and without further notice or demand by the Several L/C Agent or the Administrative Agent, (A) each Lender (including each Limited Fronting Lender) shall make funds available to the Administrative Agent at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage (and, in the case of each Limited Fronting Lender, the Applicable Percentage of each applicable Participating L/C Issuer) of the Unreimbursed Amount in respect of a drawing under such Several Letter of Credit not and, (B) in the event a Limited Fronting Lender pays the Applicable Percentage of a Participating L/C Issuer, such Participating L/C Issuer shall pay such Applicable Percentage to such Limited Fronting Lender in purchase of its participation in such payment. Not later than 12:00 noon 2:00 p.m. on the Business Day specified in immediately following the Honor Date, so long as the Borrower has received notice of payment under such Several Letter of Credit from the Several L/C Agent or the Administrative Agent by 10:00 a.m. on the Honor Date and, otherwise, not later than 2:00 p.m. on the second Business Day immediately following the Honor Date (each such date, also a “Letter of Credit Reimbursement Date”), the Borrower shall pay to the Lenders through the Administrative Agent an amount equal to the amount of such drawing (such amount, also the “Unreimbursed Amount”). Any notice given by the Several L/C Agent or the Administrative AgentAgent pursuant to this Section 2.01(c)
(ii) 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.
(iii) In the event the Borrower fails to pay any Unreimbursed Amount as required by clause (i) or (ii) above, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available Borrower shall be deemed to have made requested a Committed Borrowing of Base Rate Loan Loans to be disbursed on the Business Day such Unreimbursed Amount is due in an amount equal to such Unreimbursed Amount, without regard to the Borrower minimum and multiples specified in such amountSection 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). The Each Borrowing made pursuant to this Section 2.01(c)(iii) shall be applied by the Administrative Agent shall remit to pay the funds so received to the relevant L/C Issuerrelated Unreimbursed Amount.
(iiiiv) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, such Unreimbursed Amount (together with interest) shall be immediately due and payable by the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the without further demand.
(v) Any Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable paid by the Borrower by 2:00 p.m. on demand (together with interest) and the Honor Date shall bear interest from the Honor Date to the applicable Letter of Credit Reimbursement Date at a rate equal to the Default RateBase Rate plus the Applicable Rate for Base Rate Loans. In such eventIf an Unreimbursed Amount is not paid by the Borrower by 2:00 p.m. on the applicable Letter of Credit Reimbursement Date (whether through a Borrowing of Base Rate Loans or otherwise), each Revolving Unreimbursed Amount shall bear interest from the applicable Letter of Credit Lender’s payment Reimbursement Date to the Administrative Agent date that such Unreimbursed Amount is paid by the Borrower (whether through a Borrowing of Base Rate Loans or otherwise) at a rate equal to the Base Rate plus the Applicable Rate for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03Base Rate Loans plus 2% per annum.
(ivvi) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance obligation pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit2.01(c), interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount each Unreimbursed Amount shall be solely for the account of the relevant applicable Fronting L/C IssuerIssuer (if, with respect to any Fronted Letter of Credit, such Lender has not funded its obligation in respect of a Committed Borrowing pursuant to Section 2.01(c)(iii) or funded its participation interest pursuant to Section 2.01(c)(i)) or the Several L/C Agent (if the Several L/C Agent has funded such amount on behalf of such Lender, as provided in Section 2.01(c)(viii)), as applicable.
(vvii) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances fund its obligations pursuant to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.01(c), 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 the relevant applicable Fronting L/C IssuerIssuer or the Several L/C Agent, as applicable, the Administrative Agent, 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 Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans (but not L/C Advances) pursuant to this Section 2.03(c2.01(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance funding by any Lender shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Creditpay each Unreimbursed Amount, together with interest as provided herein.
(viviii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.01(c) by the time specified in Section 2.03(c)(ii2.01(c)(i) or 2.01(c)(ii), thenas applicable, without limiting the other provisions of this Agreement, such applicable Fronting L/C Issuer or the Several L/C Agent (to the extent that the Several L/C Agent shall have funded such amount on behalf of such Lender, it being understood and agreed that the Several L/C Agent shall have no obligation or liability to fund any amount under any Several Letter of Credit other than in its capacity as a Lender), as applicable, shall, through the Administrative Agent, be entitled to recover from such Lender (acting through the Administrative Agent)Lender, 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 such L/C Issuer the Administrative Agent at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate determined by the Administrative Agent in effectaccordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by such L/C Issuer the Administrative Agent 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) Agent with respect to any amounts owing under this clause (viviii) shall be conclusive absent demonstrable manifest error.
Appears in 1 contract
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer applicable Issuing Bank shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 11:00 a.m. on the one Business Day immediately following after the Business Day on which the Borrower shall have received date of notice of any Honor Date (payment by an Issuing Bank under a Letter of Credit or, if the Borrower shall have received such notice from the Issuing Bank later than 10:00 11:00 a.m. on any Business Day, not later than 4:00 p.m. on the second succeeding next Business Day) Day (each such datedate of payment by an Issuing Bank, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Datedrawing. If the Borrower fails to so reimburse such L/C Issuer the applicable Issuing Bank by such time, the Administrative Agent shall promptly notify each Revolving Credit Facility Lender under the applicable Revolving Facility of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Facility Lender’s Applicable Revolving Credit Facility Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate ABR Revolving Facility Loans under the applicable Revolving Facility to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate ABR Loans, but subject to the amount of the unutilized portion of the Revolving Credit Facility Commitments of the Appropriate Lenders, under Section 4.03 and subject to the conditions set forth in Section 4.02(b4.03 (other than the delivery of a Borrowing Request). Any notice given by an L/C Issuer Issuing Bank or the Administrative Agent pursuant to this Section 2.03(c)(i2.05(c)(i) may be given by telephone if promptly 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 Facility Lender (including any such Lender acting as an L/C Issuer) under the applicable Revolving Facility shall upon any notice pursuant to Section 2.03(c)(i2.05(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the applicable Issuing Bank to Administrative Agent’s Office Agent in an amount equal to its Applicable applicable Revolving Credit Facility Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii2.05(c)(iii), each Revolving Credit Facility Lender that so makes funds available shall be deemed to have made a Base Rate an ABR Revolving Facility Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuerapplicable Issuing Bank.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Facility Borrowing of Base Rate ABR Loans because the conditions set forth in Section 4.02 4.03 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer applicable Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Raterate applicable to ABR Revolving Facility Loans of the applicable Class. In such event, each Revolving Credit Facility Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank pursuant to Section 2.03(c)(ii2.05(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.032.05; provided that the amount of any drawing that is not reimbursed on the Honor Date shall bear interest at the rate applicable to ABR Revolving Facility Loans from and including the date of drawing to but excluding the date such amount becomes an Unreimbursed Amount.
(iv) Until each Revolving Credit Facility Lender under the applicable Revolving Facility funds its Revolving Credit Facility Loan or L/C Advance pursuant to this Section 2.03(c2.05(c) to reimburse the relevant L/C Issuer an Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Facility Percentage of such amount shall be solely for the account of the relevant L/C Issuersuch Issuing Bank.
(v) Each Revolving Credit Facility Lender’s obligation to make Revolving Credit Facility Loans or L/C Advances to reimburse an L/C Issuer the Issuing Banks for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.05(c), 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 the relevant L/C Issuerany Issuing Bank, the Borrower or any other Person 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 Revolving Credit Facility Lender’s obligation to make Revolving Credit Facility Loans (but not L/C Advances) pursuant to this Section 2.03(c2.05(c) is subject to the conditions set forth in Section 4.02 4.03 (other than delivery by the Borrower of a Loan NoticeBorrowing Request). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer any Issuing Bank for the amount of any payment made by such L/C Issuer Issuing Bank under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Facility Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer an Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.05(c) by the time specified in Section 2.03(c)(ii2.05(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer Issuing Bank shall be entitled to recover from such Lender (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 such L/C Issuer Issuing Bank at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate determined by such Issuing Bank in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer Issuing Bank in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid (minus the foregoing interest and fees) shall constitute such Lender’s Revolving Facility Loan included in the relevant Revolving Facility Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer an Issuing Bank submitted to any Revolving Credit Facility Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.05(c)(vi) shall be conclusive absent demonstrable manifest error.
Appears in 1 contract
Samples: Credit Agreement (Centurylink, Inc)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Rollup Letter of Credit of any notice of a drawing under such Rollup Letter of Credit, the relevant L/C Issuer applicable Issuing Bank shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 11:00 a.m. on the Business Day immediately following the Business Day on which date of any payment by the applicable Issuing Bank under a Rollup Letter of Credit, so long as the Borrower shall have has received notice of any Honor Date (or, if the Borrower shall have received such notice later than drawing by 10:00 a.m. on any such following Business Day, on the second succeeding Business Day) Day (each such date, a an “Borrower Rollup Honor Date”), the Borrower shall reimburse such L/C Issuer Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus (together with interest accruing thereon at the rate set forth in Section 2.07 for Rollup Revolving Credit Advances bearing interest at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateRate). If the Borrower fails to so reimburse such L/C Issuer the applicable Issuing Bank by such time, the Administrative Agent shall promptly notify each Rollup Revolving Credit Lender of the Rollup Honor Date, the amount of the unreimbursed drawing (the “Rollup Unreimbursed Amount”), and the amount of such Appropriate Rollup Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Rollup Honor Date in an amount equal to the Rollup Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate LoansBorrowings, but subject to the amount of the unutilized portion of the Unused Rollup Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b3.02 (other than the delivery of a Notice of Borrowing). Any notice given by an L/C Issuer Issuing Bank or the Administrative Agent pursuant to this Section 2.03(c)(i2.21(c)(i) may be given by telephone if promptly 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 Rollup Revolving Credit Lender (including any such a Rollup Revolving Credit Lender acting as an L/C IssuerIssuing Bank) shall upon any notice pursuant to Section 2.03(c)(i2.21(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer applicable Issuing Bank at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage Pro Rata Share of the Rollup Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon on the Business Day specified in such 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.1:00
Appears in 1 contract
Samples: Senior Secured Debtor in Possession Credit Agreement
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower Borrowers and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following On the Business Day on which the Borrower Borrowers shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower Borrowers shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding immediately following Business Day) (each such date, a an “Borrower Honor Date”), the Borrower Borrowers shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Datedrawing. If the Borrower fails Borrowers fail to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, the Borrower Borrowers shall be deemed to have requested a Revolving Credit Borrowing of Base Eurocurrency Rate Loans denominated in Dollars in each case to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Eurocurrency Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders and Revolving Credit Lenders, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice), and thereupon the Unreimbursed Amount shall be reduced by the amount of such deemed Borrowing. Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the applicable Administrative Agent’s Office for payments in an amount equal to its Applicable Revolving Credit Percentage Pro Rata Share of the any Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate COF Loan to the Borrower Borrowers in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such a L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, the Borrower Borrowers 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, provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower Borrowers of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower Borrowers to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then from time to time in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable manifest error.
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect.
Appears in 1 contract
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a compliant drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 10:00 a.m. 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on (which reimbursement, in the case of a Letter of Credit denominated in an Alternative Currency, shall be in such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateAlternative Currency). If the Borrower fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then the Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the Borrower does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Borrower shall have received such eventnotice later than 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day), the Borrower shall be deemed to have requested requested, for the account of the Borrower, a Revolving Credit Borrowing of Base Rate Loans (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in Dollars) or Eurocurrency Rate Loans with a period of one month (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency which Eurocurrency Rate Loans shall be in the same Alternative Currency in which the relevant Letter of Credit is denominated) to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, as applicable, nor the conditions set forth in Section 4.02, but subject to the amount of the unutilized portion of the relevant Revolving Credit Commitments in respect of the Appropriate LendersRevolving Credit Facility. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and subject such drawing is not reimbursed on the same day as the day on which it is paid, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans or Eurocurrency Rate Loans, as applicable, under the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or Revolving Credit Facility until the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack date of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticereimbursement.
(ii) Each Revolving Credit Lender of the applicable Class (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Principal Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a relevant Letter of Credit not later than 12:00 noon 1:00 p.m., Local Time, on the Business Day specified in such 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 Base Rate Loan (or, in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency, a Eurocurrency Rate Loan with an interest period of one month denominated in such Alternative Currency) to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer in accordance with the instructions provided to the Administrative Agent by such L/C Issuer (which instructions may include standing payment instructions, which may be updated from time to time by such L/C Issuer, provided that, unless the Administrative Agent shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Administrative Agent).
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars (with respect to a Dollar-denominated Letter of Credit) or in Alternative Currency (with respective to an Alternative Currency denominated Letter of Credit), in each case in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate then applicable to Base Rate Loans under the Revolving Credit Facility or Eurocurrency Rate Loans with an interest period of one month under the Revolving Credit Facility, as applicable. In such event, each Revolving Credit Lender’s payment under the Revolving Credit Facility to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender under the Revolving Credit Facility funds its Revolving Credit Loan under the Revolving Credit Facility or relevant L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any relevant Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or relevant L/C Advances to reimburse an L/C Issuer for amounts drawn under relevant Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including including
(A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to and shall survive the payment in full of the Obligations and the termination of this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice)Agreement. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any relevant Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender under the Revolving Credit Facility fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may beRate. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender under the Revolving Credit Facility (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable error.
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender under the Revolving Credit Facility such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to each Revolving Credit Lender under the Revolving Credit Facility its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Xxxxxx’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender of the applicable Class shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Xxxxxx, at a rate per annum equal to the Federal Funds Rate.
Appears in 1 contract
Samples: Credit Agreement
Drawings and Reimbursements; Funding of Participations. (i) Upon The L/C Issuer shall promptly notify the Borrower and the Administrative Agent of the receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, Credit and of any payment by the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereofof such drawing. Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”), the The Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to (x) the amount of each such drawing paid by the L/C Issuer (A) on the Business Day on which the L/C Issuer notifies the Borrower if the L/C Issuer notifies the Borrower thereof at or prior to 11:00 a.m. on such Honor Date Business Day or (B) on the Business Day immediately following the Business Day on which the L/C Issuer notifies the Borrower if the L/C Issuer notifies the Borrower thereof after 11:00 a.m. on such Business Day, plus (y) if such reimbursement is made pursuant to clause (B) preceding, interest accruing at the Base Rate on such reimbursement from the Honor Date date on which the L/C Issuer notifies the Borrower to the date of such reimbursement by at the Borrower on the Borrower Honor Dateinterest rate applicable to Base Rate Loans. If the Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Datesuch failure, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the date the Borrower Honor Date was required, but failed, to pay the Unreimbursed Amount, in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan NoticeNotice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate determined by the L/C Issuer in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such the L/C Issuer 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 Revolving Credit Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable manifest error.
Appears in 1 contract
Samples: Credit Agreement (Universal American Financial Corp)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant The L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. of a drawing of any Letter of Credit on the Business Day immediately following the Business Day on which the Borrower shall have received notice date of any Honor Date such drawing (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a an “Borrower Honor Date”), the . The Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing within one Business Day of notice from the L/C Issuer that the applicable Honor Date has occurred; provided, however, if the amount so paid or disbursed by the L/C Issuer is not reimbursed by the Borrower prior to 3:00 p.m. on such Honor Date plus (if the Borrower has received notice of such Honor Date prior to 1:00 p.m. on such Honor Date), the Borrower shall pay interest accruing on such amount from such Honor Date to but not including the date the L/C Issuer is reimbursed therefor at a rate per annum which shall be equal to the Base Rate from plus the Applicable Rate applicable to Base Rate Loans (and, if not reimbursed by the third Business Day after notice of such Honor Date Date, at the Default Rate if the Required Lenders have elected the Default Rate to the date of reimbursement apply pursuant to Section 2.07(b)), such interest to be payable by the Borrower on demand made on or after the Borrower Honor Date. If the Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate if the Required Lenders have elected the Default Rate to apply pursuant to Section 2.07(b). In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such the L/C Issuer shall be entitled to recover from such Lender (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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate determined by the L/C Issuer in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such the L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable manifest error.
Appears in 1 contract
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer applicable Issuing Bank shall notify promptly the Borrower and the ABL Administrative Agent thereof; provided, however, that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such payment. Not later than 10:00 (A) 4:00 p.m. on the date the applicable Issuing Bank notifies the Borrower of any payment by any Issuing Bank under a Letter of Credit (each such date, an “Honor Notice Date”), if such Issuing Bank notifies the Borrower of such payment not later than 1:30 p.m. on the Honor Notice Date, or (B) 11:00 a.m. on the first Business Day immediately following the Business Day on which Honor Notice Date, if such Issuing Bank notifies the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, payment after 1:30 p.m. on the second succeeding Business Day) (each such date, a “Borrower Honor Notice Date”), the Borrower shall reimburse such L/C Issuer Issuing Bank through the ABL Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Datedrawing. If the Borrower fails to so reimburse such L/C Issuer Issuing Bank by the time required pursuant to the immediately preceding sentence (each such timedate, a “Reimbursement Date”), the Administrative Agent Borrower shall promptly notify each be deemed to have requested a Revolving Credit Lender Borrowing of Base Rate Loans to be disbursed on the Honor Date, Reimbursement Date in an amount equal to the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the aggregate Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Borrowing Request). Any notice given by an L/C Issuer or , and the ABL Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if shall promptly confirmed in writing; provided that notify each Lender of the lack Reimbursement Date, the Unreimbursed Amount, and the amount of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticeLender’s Applicable Percentage thereof.
(ii) Each Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall shall, upon any notice pursuant to Section 2.03(c)(i) 2.06(c)(i), make funds available (and to the ABL Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at applicable Issuing Bank by wire transfer of immediately available funds to the account of the ABL Administrative Agent’s Office Agent most recently designated by it for such purpose in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 p.m. on the Business Day specified in such notice by the ABL Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii2.06(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The ABL Administrative Agent shall remit the funds so received to the relevant L/C Issuerapplicable Issuing Bank.
(iii) With respect In the event that an Issuing Bank honors any drawing under a Letter of Credit, the amount of such drawing shall bear interest at the rate set forth in Section 2.13(a) from the date such drawing was honored through and including the Reimbursement Date pursuant to Section 2.06(c)(i). In the event that any Unreimbursed Amount in respect of drawing under a Letter of Credit that is not reimbursed by the Reimbursement Date and the Unreimbursed Amount is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer applicable Issuing Bank an L/C LC Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C LC Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Raterate set forth in Section 2.13(e). In such event, each Revolving Credit Lender’s payment to the ABL Administrative Agent for the account of the relevant L/C Issuer such Issuing Bank pursuant to Section 2.03(c)(ii2.06(c)(ii) shall be deemed payment in respect of its participation in such L/C LC Borrowing and shall constitute an L/C LC Advance from such Lender in satisfaction of its participation obligation under this Section 2.032.06.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C LC Advance pursuant to this Section 2.03(c2.06(c) to reimburse the relevant L/C Issuer any Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuersuch Issuing Bank.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C LC Advances to reimburse an L/C Issuer Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.06(c), 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 the relevant L/C Issuersuch 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c2.06(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan NoticeBorrowing Request). No such making of an L/C LC Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer an Issuing Bank for the amount of any payment made by such L/C Issuer Issuing Bank under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the ABL Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.06(c) by the time specified in Section 2.03(c)(ii2.06(c)(ii), then, without limiting such Issuing Bank (acting through the other provisions of this Agreement, such L/C Issuer ABL Administrative Agent) shall be entitled to recover from such Lender (acting through the Administrative Agent)Lender, 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 such L/C Issuer Issuing Bank at a rate per annum equal to the applicable Overnight greater of the Federal Funds Effective Rate then and a rate determined by such Issuing Bank in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Revolving Loan included in the relevant Revolving Borrowing or L/C LC Advance in respect of the relevant L/C LC Borrowing, as the case may be. A certificate of the relevant L/C Issuer such Issuing Bank submitted to any Revolving Credit Lender (through the ABL Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable manifest error.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Orchard Supply Hardware Stores Corp)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender under the applicable Revolving Credit Tranche of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Percentage under the applicable Revolving Credit Percentage PercentageTranche thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 under the applicable Revolving Credit Tranche (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the applicable Revolving Credit Percentage PercentageTranche of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon on the Business Day specified in such 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.than
Appears in 1 contract
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such any Letter of Credit, the relevant applicable L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice If a payment is made by an L/C Issuer under a Letter of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”)Credit, the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to not later than 12:00 noon, New York, New York time, on the amount date such payment under such Letter of Credit is made (the “Honor Date”), if the Borrower shall have received notice of such drawing payment prior to 10:00 a.m., New York, New York time, on such Honor Date plus interest accruing at the Base Rate from the Honor Date Date, or if such notice has not been received by the Borrower prior to such time on the date Honor Date, then not later than 12:00 noon, New York, New York time, on (A) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York, New York time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt. Any such reimbursement by the Borrower which is made after the Honor Date shall be made together with interest on the Borrower amount disbursed from and including the Honor DateDate until payment in full of such disbursed amount, at a varying rate per annum equal to the then applicable interest rate for ABR Loans through the date that payment is due to be made pursuant to this Section, and thereafter, at the Default Rate applicable to ABR Loans. If the Borrower fails to so reimburse such an L/C Issuer by such timethe time required by the terms of this clause (i), the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate LenderXxxxxx’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate ABR Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate ABR Loans, but subject to the amount of the unutilized portion of the Revolving Credit total Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b4.01 (other than the delivery of a Borrowing Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.12(c)(i) may be given by telephone if promptly immediately confirmed in writing; provided that 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 any such each Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.12(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 2:00 p.m., New York, New York time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii2.12(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate an ABR Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant applicable L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate ABR Loans because the conditions set forth in Section 4.02 4.01 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant such L/C Issuer pursuant to Section 2.03(c)(ii2.12(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.032.12.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.12(c) to reimburse the relevant applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such LenderXxxxxx’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant such L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.12(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender may have against the relevant such L/C Issuer, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but . Any such reimbursement shall not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant applicable L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant an L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.12(c) by the time specified in Section 2.03(c)(ii2.12(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Federal Funds Effective Rate then from time to time in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant an L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.12(c)(vi) shall be conclusive absent demonstrable manifest error.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Martin Midstream Partners L.P.)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower Borrowers and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following On the Business Day on which the Borrower Borrowers shall have received notice of any Honor Date (payment by the L/C Issuer under a Letter of Credit or, if the Borrower Borrowers shall have received such notice later than 10:00 a.m. 12:00 p.m. on any Business Day, on the second succeeding Business Day (such applicable Business Day) (each such date, a the “Borrower L/C Honor Date”), the Borrowers shall (regardless of whether or not such Letter of Credit shall be for the sole account of any Borrower shall or for the joint account of such Borrower) reimburse such the L/C Issuer through the Administrative Agent in an amount equal to such drawing in Dollars. If the Borrowers fail to so reimburse the L/C Issuer on the L/C Honor Date (or if any such reimbursement payment is required to be refunded to the Borrowers for any reason), then (x) the Borrowers shall be deemed to have requested a Borrowing of ABR Loans in the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by such timedrawing, and (y) the Administrative Agent shall promptly notify each Revolving Credit Lender of the L/C Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower Such Loans shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on made by the Borrower Honor Date in an amount equal to the Unreimbursed Amount, Lenders without regard to the minimum Borrowing Minimums and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b)Borrowing Multiples. Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.4(c)(i) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and such drawing is not reimbursed on the same day, the Unreimbursed Amount of such drawing shall, without duplication, accrue interest for each day until the date of reimbursement at (x) prior to the third Business Day following the L/C Honor Date, the rate per annum applicable to the outstanding principal balance of ABR Loans pursuant to Section 3.1(a), and (y) thereafter, a rate per annum equal to the Default Rate applicable to the outstanding principal balance of ABR Loans.
(ii) Each Revolving Credit Lender (including any such the Lender acting as an the L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.4(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Payment Office in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a Letter of Credit in Dollars not later than 12:00 noon 2:00 p.m. on the Business Day specified in such 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer, and may apply Cash Collateral provided for this purpose to such Unreimbursed Amount.
(iii) With respect Each Lender that makes funds available pursuant to any Unreimbursed Amount Section 2.4(c)(ii) shall be deemed to have made an ABR Loan in respect of a Letter of Credit Dollars to the Borrowers in such amount, provided that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because in the event the conditions for Borrowings set forth in Section 4.02 4.2 cannot be satisfied (and have not been waived) or for any other reason, then (A) the Borrower Borrowers shall be deemed to have incurred from the relevant L/C Issuer an a L/C Borrowing in Dollars in the amount of the Unreimbursed Amount that is not so refinancedAmount, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In , and (B) such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) Lender shall be deemed payment in respect of its to have purchased a participation in such L/C Borrowing and shall constitute in an amount equal to its Applicable Percentage thereof (a “L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03Advance”).
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.4(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.4(c), 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 the relevant L/C Issuer, 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, provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c2.4(c) is subject to the conditions set forth in Section 4.02 4.2 (other than delivery by the Borrower Borrowers of a Committed Loan Notice). No such making of an a L/C Advance shall relieve or otherwise impair the obligation of the Borrower Borrowers to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.4(c) by the time specified in Section 2.03(c)(ii2.4(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such the L/C Issuer at the greater of the Federal Funds Rate and a rate per annum equal to determined by the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may bebanking industry rules on interbank compensation. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.4(c)(vi) shall be conclusive absent demonstrable manifest error.
(vii) If, at any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.4(c), the Administrative Agent receives for the account of such Lender any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.4(c) is required to be returned under any of the circumstances described in Section 10.11, each Lender shall pay to the Administrative Agent its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate.
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Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower Borrowers and the Administrative Agent thereof. Not later than 10:00 a.m. on thereof (the Business Day immediately following the Business Day on which the Borrower shall have received notice date of any Honor Date (or, if payment by the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, L/C Issuer under a Letter of Credit is referred to herein as an “Borrower Honor Date”), the Borrower . The Borrowers shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing immediately after, and in any event, within two Business Days of the applicable Honor Date; provided, however, if the amount so paid or disbursed by the L/C Issuer is not reimbursed by the Borrowers prior to 3:00 p.m. on such Honor Date, the Borrowers shall pay interest on such amount from such Honor Date plus interest accruing to but not including the date the L/C Issuer is reimbursed therefor at a rate per annum which shall be equal to the Base Rate from plus the Honor Date Applicable Rate applicable to the date of reimbursement Base Rate Loans (and, if not reimbursed by the Borrower third Business Day after such Honor Date, at the Default Rate), such interest to be payable by the Borrowers on demand made on or after the Borrower Honor Date. If the Borrower fails Borrowers fail to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower Borrowers shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower Borrowers in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, the Borrower Borrowers 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower Borrowers of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower Borrowers to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such the L/C Issuer shall be entitled to recover from such Lender (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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate determined by the L/C Issuer in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such the L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable manifest error.
Appears in 1 contract
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant applicable L/C Issuer shall notify promptly the Lead Borrower and the Administrative Agent thereof. Not later than 10:00 the later of (A) 11:00 a.m. on the date of any payment by the applicable L/C Issuer under a Letter of Credit (each such date, an “Honor Date”) or (B) 11:00 a.m. on the Business Day immediately following the Business Day on which date that notice is given pursuant to the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”)immediately preceding sentence, the Lead Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date(a “Drawing”). If the Lead Borrower fails to so reimburse such the applicable L/C Issuer by such time, such L/C Issuer shall notify the Administrative Agent who shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s (x) Tranche 2 Applicable Adjusted Percentage of all Tranche 2 L/C Participations outstanding at such time (such Tranche 2 Revolving Credit Lender’s “Tranche 2 L/C Reimbursement Percentage”) and (y) Tranche 1 Applicable Adjusted Percentage thereofof all Tranche 1 L/C Participations outstanding at such time (such Tranche 1 Revolving Credit Lender’s “Tranche 1 L/C Reimbursement Percentage”). In such event, the Lead Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans (as a Tranche 2 Revolving Credit Borrowing to the extent the Tranche 2 Available Commitments would not be less than zero after giving effect thereto and as a Tranche 1 Revolving Credit Borrowing thereafter) to be disbursed on the Borrower Honor Date in an aggregate amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Tranche 1 Available Commitments of the Appropriate Lenders, and subject to Tranche 2 Available Commitments and the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. If an L/C Issuer shall make any Drawing, then, unless a Borrower shall have reimbursed such Drawing in full on the date such Drawing is made, the unpaid amount thereof shall bear interest payable on demand, for each day from and including the date such Drawing is made to and including the Honor Date, at the interest rate then in effect for Tranche 2 Base Rate Loans to the extent the Tranche 2 Available Commitments would not be less than zero if such Drawing were a Tranche 2 Base Rate Loan and at the rate then in effect for Tranche 1 Base Rate Loans thereafter, and thereafter, at the rate per annum determined pursuant to Section 2.08(b) for Tranche 2 Base Rate Loans or Tranche 1 Base Rate Loans, as the case may be, until (but excluding) the date that Borrowers reimburse such Drawing. Interest accrued pursuant to the immediately preceding sentence shall be for the account of the applicable L/C Issuer, except that interest accrued on and after the date of payment by any Revolving Credit Lender pursuant to Section 2.03(c)(ii) or (iii) to reimburse the applicable L/C Issuer shall be for the account of such Revolving Credit Lender to the extent of such payment.
(ii) Each Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Tranche 1 L/C Reimbursement Percentage and its Tranche 2 L/C Reimbursement Percentage (if any) of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii), each such Revolving Credit Lender that so makes funds available shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan (as a Tranche 2 Revolving Credit Loan to the extent the Tranche 2 Available Commitments of such Tranche 2 Revolving Credit Lender would not be less than zero after giving effect thereto and as a Tranche 1 Revolving Credit Loan thereafter) to the Lead Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant applicable L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Lead Borrower shall be deemed to have incurred from the relevant applicable L/C Issuer (x) to the extent the Tranche 2 Available Commitments would not be less than zero (after giving effect to the decrease in the Tranche 2 Available Commitments referred to later in this clause), an extension of credit in the amount of such L/C Participations (a “Tranche 2 L/C Borrowing”), which shall decrease the Tranche 2 Available Commitments by the amount of such Tranche 2 L/C Borrowing and (y) after the Tranche 2 Available Commitments are zero, an extension of credit in the remaining amount of such L/C Participations (a “Tranche 1 L/C Borrowing”; the Tranche 1 L/C Borrowings and the Tranche 1 L/C Borrowings are collectively referred to as the “L/C Borrowings”), which shall decrease the Tranche 1 Available Commitments by the amount of such Tranche 1 L/C Borrowing, in each case to the extent the Unreimbursed Amount that is not so refinanced, which L/C Borrowing Borrowings shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate for Tranche 2 Base Rate Loans in the case of Tranche 2 L/C Borrowings and Tranche 1 Base Rate Loans in the case of Tranche 1 L/C Borrowings. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation Tranche 1 L/C Participation and Tranche 2 L/C Participation, as the case may be, in such L/C Borrowing in satisfaction of its participation obligation under this Section 2.03 and shall constitute an L/C 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 Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Adjusted Percentage of such amount shall be solely for the account of the relevant such L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or fund L/C Advances to reimburse an the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 Revolving Credit Lender may have against the relevant applicable L/C Issuer, the Lead 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c2.03(c)(ii) is subject to the conditions set forth in Section 4.02 (other than delivery by the Lead Borrower of a Committed Loan Notice). No such making funding of an L/C Advance or Revolving Credit Loan shall relieve or otherwise impair the obligation of the Lead Borrower to reimburse the relevant applicable L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant any L/C Issuer any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii) (an “Unpaid L/C Lender Amount”), then, without limiting the other provisions of this Agreement, such applicable L/C Issuer shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount Unpaid L/C Lender 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 such L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate determined by such L/C Issuer in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Revolving Credit Lender pays such amount Unpaid L/C Lender Amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Lender’s Loan Tranche 1 Revolving Credit Loan, in the case of Tranche 1 L/C Participations, or Tranche 2 Revolving Credit Loan, in the case of Tranche 2 L/C Participations, included in the relevant Borrowing or L/C Advance in respect of the relevant L/C BorrowingAdvance, as the case may be. A certificate of the relevant applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable manifest error.
Appears in 1 contract
Samples: Credit Agreement (Polymer Group Inc)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a compliant drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 10:00 a.m. 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on (which reimbursement, in the case of a Letter of Credit denominated in an Alternative Currency, shall be in such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateAlternative Currency). If the Borrower fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then the Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the Borrower does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Borrower shall have received such eventnotice later than 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day), the Borrower shall be deemed to have requested requested, for the account of the Borrower, a Revolving Credit Borrowing of Base Rate Loans (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in Dollars) or Eurocurrency Rate Loans with a period of one month (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency which Eurocurrency Rate Loans shall be in the same Alternative Currency in which the relevant Letter of Credit is denominated) to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, as applicable, nor the conditions set forth in Section 4.02, but subject to the amount of the unutilized portion of the relevant Revolving Credit Commitments in respect of the Appropriate LendersRevolving Credit Facility. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and subject such drawing is not reimbursed on the same day as the day on which it is paid, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans or Eurocurrency Rate Loans, as applicable, under the conditions set forth in Section 4.02(b)Revolving Credit Facility until the date of reimbursement. Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 of the applicable Class (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Principal Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a relevant Letter of Credit not later than 12:00 noon 1:00 p.m., Local Time, on the Business Day specified in such 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.Section
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Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Foreign Letter of Credit of any notice of a drawing under such Foreign Letter of Credit, the relevant L/C Issuer applicable Foreign Issuing Bank shall notify promptly the Foreign Borrower and the Foreign Administrative Agent thereof. Not later than 10:00 a.m. 11:00 A.M. (Local Time) on the Business Day immediately following the Business Day on which date of any payment by the applicable Foreign Issuing Bank under a Foreign Letter of Credit, so long as the Foreign Borrower shall have received notice of any Honor Date such drawing by 10:00 A.M. (or, if the Borrower shall have received Local Time) on such notice later than 10:00 a.m. on any following Business Day, on the second succeeding Business Day) Day (each such date, a an “Borrower Foreign Honor Date”), the Foreign Borrower shall reimburse such L/C Issuer Foreign Issuing Bank through the Foreign Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus (together with interest accruing thereon at the rate set forth in Section 2.08 for Foreign Revolving Credit Advances bearing interest at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateRate). If the Foreign Borrower fails to so reimburse such L/C Issuer the applicable Foreign Issuing Bank by such time, the Foreign Administrative Agent shall promptly notify each Foreign Revolving Credit Lender of the Foreign Honor Date, the amount of the unreimbursed drawing (the “Foreign Unreimbursed Amount”), and the amount of such Appropriate Foreign Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, the Foreign Borrower shall be deemed to have requested a Revolving Credit Foreign Borrowing of Base Rate Loans to be disbursed on the Borrower Foreign Honor Date in an amount equal to the Foreign Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate LoansBorrowings, but subject to the amount of the unutilized portion of the Foreign Unused Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b3.02 (other than the delivery of a Notice of Borrowing). Any notice given by an L/C Issuer Issuing Bank or the Foreign Administrative Agent pursuant to this Section 2.03(c)(i2.21(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.electronic communication. 97 Chemtura (Revolving Facility) Credit Agreement
(ii) Each Foreign Revolving Credit Lender (including any such a Foreign Revolving Credit Lender acting as an L/C IssuerForeign Issuing Bank) shall upon any notice pursuant to Section 2.03(c)(i2.21(c)(i) make funds available (and to the Foreign Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer applicable Foreign Issuing Bank at the Foreign Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage Pro Rata Share of the Foreign Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 P.M. (Local Time) on the Business Day specified in such notice by the Foreign Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii2.21(c)(iii), each Foreign Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan Foreign Letter of Credit Advance to the Foreign Borrower in such amount. The Foreign Administrative Agent shall remit the funds so received to the relevant L/C Issuerapplicable Foreign Issuing Bank.
(iii) With respect to any Foreign Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 3.02 cannot be satisfied or for any other reason, the Foreign Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing applicable Foreign Issuing Bank a Foreign Letter of Credit Advance in the amount of the Foreign Unreimbursed Amount that is not so refinanced, which L/C Borrowing Foreign Letter of Credit Advance shall be due and payable on demand (together with interest) and shall bear interest at the Default rate described in Section 2.08(b) for Foreign Revolving Credit Advances bearing interest based upon the Base Rate. In such event, each Foreign Revolving Credit Lender’s payment to the Foreign Administrative Agent for the account of the relevant L/C Issuer applicable Foreign Issuing Bank pursuant to Section 2.03(c)(ii2.21(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing Foreign Letter of Credit Advance and shall constitute an L/C a Foreign Letter of Credit Advance from such Foreign Revolving Credit Lender in satisfaction of its participation obligation under this Section 2.032.21.
(iv) Until each Foreign Revolving Credit Lender funds its Foreign Revolving Credit Loan Advance or L/C Foreign Letter of Credit Advance pursuant to this Section 2.03(c2.21(c) to reimburse the relevant L/C Issuer applicable Foreign Issuing Bank for any amount drawn under any Foreign Letter of Credit, interest in respect of such Foreign Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuersuch Foreign Issuing Bank.
(v) Each Foreign Revolving Credit Lender’s obligation to make Revolving Foreign Letter of Credit Loans or L/C Advances to reimburse an L/C Issuer the applicable Foreign Issuing Bank for amounts drawn under Foreign Letters of Credit, as contemplated by this Section 2.03(c2.21(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against the relevant L/C Issuersuch Issuing Bank, the Borrower Borrowers 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C a Foreign Letter of Credit Advance shall relieve or otherwise impair the obligation of the Foreign Borrower to reimburse the relevant L/C Issuer applicable Foreign Issuing Bank for the amount of any payment made by such L/C Issuer Issuing Bank under any Letter of Credit, together with interest as provided herein.. 98 Chemtura (Revolving Facility) Credit Agreement
(vi) If any Foreign Revolving Credit Lender fails to make available to the Foreign Administrative Agent for the account of the relevant L/C Issuer applicable Foreign Issuing Bank any amount required to be paid by such Foreign Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.03(c2.21(c) by the time specified in Section 2.03(c)(ii2.21(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer Foreign Issuing Bank shall be entitled to recover from such Foreign Revolving Credit Lender (acting through the Foreign 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 such L/C Issuer Foreign Issuing Bank at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect greater of the relevant L/C Borrowing, as Federal Funds Rate from time to time in effect and a rate determined by the case may beForeign Administrative Agent in accordance with banking industry rules or practices on interbank compensation. A certificate of the relevant L/C Issuer applicable Foreign Issuing Bank submitted to any Foreign Revolving Credit Lender (through the Foreign Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable manifest error.
Appears in 1 contract
Samples: Senior Secured Revolving Facilities Credit Agreement (Chemtura CORP)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not If the L/C Issuer shall make any disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such disbursement by paying to the Administrative Agent an amount equal to such disbursement not later than 2:00 p.m. on the date that such disbursement is made (the “Honor Date”), if the Borrower Agent shall have received notice of such disbursement prior to 10:00 a.m. on the Honor Date, or, if such notice has not been received by the Borrower Agent prior to such time on the Honor Date, then not later than (i) 2:00 p.m. on the Business Day that the Borrower Agent receives such notice, if such notice is received prior to 10:00 a.m. on the day of receipt, or (ii) 12:00 noon on the Business Day immediately following the Business Day on which day that the Borrower shall have received notice of any Honor Date (orAgent receives such notice, if the Borrower shall have received such notice later than is not received prior to 10:00 a.m. on any Business Daythe day of receipt; provided that the Borrowers may, on subject to the second succeeding Business Day) (each conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such datepayment be financed with a Borrowing in an equivalent amount and, a “Borrower Honor Date”)to the extent so financed, the Borrower Borrowers’ obligation to make such payment shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement be discharged and replaced by the Borrower on the Borrower Honor Dateresulting Borrowing. If the Borrower fails Borrowers fail to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower Borrowers shall be deemed to have requested a Revolving Credit Committed Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Aggregate Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Loan Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower Borrowers in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, the Borrower Borrowers 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower Agent of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower Borrowers to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate determined by the L/C Issuer in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such the L/C Issuer 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 Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable manifest error.
Appears in 1 contract
Samples: Credit Agreement (Tidewater Inc)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a compliant drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 10:00 a.m. 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on (which reimbursement, in the case of a Letter of Credit denominated in an Alternative Currency, shall be in such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateAlternative Currency). If the Borrower fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then the Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the Borrower does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Borrower shall have received such eventnotice later than 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day), the Borrower shall be deemed to have requested requested, for the account of the Borrower, a Revolving Credit Borrowing of Base Rate Loans (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in Dollars) or Eurocurrency Rate Loans with a period of one month (in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency which Eurocurrency Rate Loans shall be in the same Alternative Currency in which the relevant Letter of Credit is denominated) to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, as applicable, nor the conditions set forth in Section 4.02, but subject to the amount of the unutilized portion of the relevant Revolving Credit Commitments in respect of the Appropriate LendersRevolving Credit Facility. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and subject such drawing is not reimbursed on the same day as the day on which it is paid, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans or Eurocurrency Rate Loans, as applicable, under the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or Revolving Credit Facility until the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack date of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticereimbursement.
(ii) Each Revolving Credit Lender of the applicable Class (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Principal Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a relevant Letter of Credit not later than 12:00 noon 1:00 p.m., Local Time, on the Business Day specified in such 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 Base Rate Loan (or, in the case of any Unreimbursed Amount in respect of a Letter of Credit denominated in an Alternative Currency, a Eurocurrency Rate Loan with an interest period of one month denominated in such Alternative Currency) to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer in accordance with the instructions provided to the Administrative Agent by such L/C Issuer (which instructions may include standing payment instructions, which may be updated from time to time by such L/C Issuer, provided that, unless the Administrative Agent shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Administrative Agent).
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars (with respect to a Dollar denominated Letter of Credit) or in Alternative Currency (with respective to an Alternative Currency denominated Letter of Credit), in each case in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate then applicable to Base Rate Loans under the Revolving Credit Facility or Eurocurrency Rate Loans with an interest period of one month under the Revolving Credit Facility, as applicable. In such event, each Revolving Credit Lender’s payment under the Revolving Credit Facility to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender under the Revolving Credit Facility funds its Revolving Credit Loan under the Revolving Credit Facility or relevant L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.this
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Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer, will, within period stipulated by terms and conditions of the Letter of Credit, examine the relevant drawing document. After such examination, the relevant L/C Issuer shall notify promptly the Borrower Company and the Revolving Facility Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower Company shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower Company shall have received such notice later than 10:00 a.m. 1:00 p.m. on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Borrower Company shall reimburse such L/C Issuer through the Revolving Facility Administrative Agent in Dollars in an amount equal to the amount Dollar Equivalent of such drawing on such Honor Date plus interest accruing at using the Base Exchange Rate from the Honor Date in relation to the date of reimbursement by the Borrower Dollars in effect on the Borrower Honor Date. If the Borrower Company fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Company for any reason), then, in the case of each L/C Borrowing, the Revolving Facility Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing in Dollars (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the Company does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Company shall have received such eventnotice later than 1:00 p.m. on any Business Day, on the second succeeding Business Day), the Borrower Company shall be deemed to have requested a Revolving Credit Borrowing denominated in Dollars of Base Rate Loans to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate LendersCommitments, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Revolving Facility Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.. For the avoidance of doubt, if any drawing 110 #95598837v24
(ii) Each Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Revolving Facility Administrative Agent may apply Cash Collateral provided for this purpose) in Dollars for the account of the relevant L/C Issuer at the Revolving Facility Administrative Agent’s Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 p.m., New York City time, on the Business Day specified in such notice by the Revolving Facility Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii)2.03, each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower Company in such amount. The Revolving Facility Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower Company shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Revolving Facility Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, the Borrower a Company 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, provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower Company of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower Company to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Revolving Facility Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (acting through the Revolving Facility 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 such L/C Issuer at the greater of the Federal Funds Rate and a rate determined by the Revolving Facility Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate 111 #95598837v24
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Revolving Facility Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Company or otherwise, including proceeds of Cash Collateral applied thereto by the Revolving Facility Administrative Agent), the Revolving Facility Administrative Agent will distribute to each Revolving Credit Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Revolving Facility Administrative Agent.
(viii) If any payment received by the Revolving Facility Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Revolving Facility Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Revolving Facility Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable errorFederal Funds Rate.
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Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Fronted Letter of Credit of any notice of a drawing under such Fronted Letter of Credit, the relevant applicable Fronting L/C Issuer shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and the Administrative Agent thereofLenders of the date (the “Honor Date”) on which the applicable Fronting L/C Issuer anticipates that payment of such drawing will be made. Not later than 10:00 a.m. 2:00 p.m. on the Business Day immediately following the Business Day on which Honor Date, so long as the Borrower shall have has received notice of any Honor Date (or, if such payment from the Borrower shall have received such notice later than applicable Fronting L/C Issuer or the Administrative Agent by 10:00 a.m. on any Business Daysuch Honor Date and, otherwise, not later than 2:00 p.m. on the second succeeding Business Day) Day immediately following the Honor Date (each such date, a “Borrower Honor Letter of Credit Reimbursement Date”), the Borrower shall reimburse such the applicable Fronting L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on (such Honor Date plus interest accruing at amount, the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date“Unreimbursed Amount”). If the Borrower fails to so reimburse make such L/C Issuer reimbursement by the required time and if such timeUnreimbursed Amount is not repaid on the date the required time occurs through a Borrowing of Base Rate Loans in accordance with clause (iii) below, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In Each Lender shall, upon any notice pursuant to this Section 2.01(c)(i), in purchase of its participation in such eventUnreimbursed Amount, make funds available to the Borrower shall be deemed to have requested a Revolving Credit Borrowing Administrative Agent for the account of Base Rate Loans to be disbursed on the Borrower Honor Date applicable Fronting L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s Applicable Percentage of the Unreimbursed Amount, without regard to Amount not later than 1:00 p.m. on the minimum and multiples Business Day specified in Section 2.02 such notice by the Administrative Agent, which notice shall be given not later than 10:00 a.m. on the Business Day specified. If any Defaulting Lender shall fail to make such funds available, any Cash Collateral delivered on account of such Defaulting Lender for the principal amount such Fronted Letter of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b). Any notice given shall be applied by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(ithe
(i) may be given by telephone if promptly 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 Upon receipt from the beneficiary of any Several Letter of Credit Lender (including of any notice of a drawing under such Lender acting as an Several Letter of Credit, the Several L/C Issuer) Agent shall upon any notice pursuant to Section 2.03(c)(i) make funds available (promptly notify the Administrative Agent, and the Administrative Agent may apply Cash Collateral provided for this purpose) for shall promptly notify the account Borrower and the Lenders, of the relevant date (also, the “Honor Date”) on which the Several L/C Issuer Agent anticipates that payment of such drawing will be made, which notice shall be given not later than 2:00 p.m. on the Business Day immediately preceding the Honor Date. Not later than 10:00 a.m. on the Honor Date and without further notice or demand by the Several L/C Agent or the Administrative Agent, (A) each Lender (including each Limited Fronting Lender) shall make funds available to the Administrative Agent at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage (and, in the case of each Limited Fronting Lender, the Applicable Percentage of each applicable Participating L/C Issuer) of the Unreimbursed Amount in respect of a drawing under such Several Letter of Credit not and, (B) in the event a Limited Fronting Lender pays the Applicable Percentage of a Participating L/C Issuer, such Participating L/C Issuer shall pay such Applicable Percentage to such Limited Fronting Lender in purchase of its participation in such payment. Not later than 12:00 noon 2:00 p.m. on the Business Day specified in immediately following the Honor Date, so long as the Borrower has received notice of payment under such Several Letter of Credit from the Several L/C Agent or the Administrative Agent by 10:00 a.m. on the Honor Date and, otherwise, not later than 2:00 p.m. on the second Business Day immediately following the Honor Date (each such date, also a “Letter of Credit Reimbursement Date”), the Borrower shall pay to the Lenders through the Administrative Agent an amount equal to the amount of such drawing (such amount, also the “Unreimbursed Amount”). Any notice given by the Several L/C Agent or the Administrative AgentAgent pursuant to this Section 2.01(c)
(ii) 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.
(iii) In the event the Borrower fails to pay any Unreimbursed Amount as required by clause (i) or (ii) above, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available Borrower shall be deemed to have made requested a Committed Borrowing of Base Rate Loan Loans to be disbursed on the Business Day such Unreimbursed Amount is due in an amount equal to such Unreimbursed Amount, without regard to the Borrower minimum and multiples specified in such amountSection 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). The Each Borrowing made pursuant to this Section 2.01(c)(iii) shall be applied by the Administrative Agent shall remit to pay the funds so received to the relevant L/C Issuerrelated Unreimbursed Amount.
(iiiiv) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, such Unreimbursed Amount (together with interest) shall be immediately due and payable by the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the without further demand.
(v) Any Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable paid by the Borrower by 2:00 p.m. on demand (together with interest) and the Honor Date shall bear interest from the Honor Date to the applicable Letter of Credit Reimbursement Date at a rate equal to the Default RateBase Rate plus the Applicable Rate for Base Rate Loans. In such eventIf an Unreimbursed Amount is not paid by the Borrower by 2:00 p.m. on the applicable Letter of Credit Reimbursement Date (whether through a Borrowing of Base Rate Loans or otherwise), each Revolving Unreimbursed Amount shall bear interest from the applicable Letter of Credit Lender’s payment Reimbursement Date to the Administrative Agent date that such Unreimbursed Amount is paid by the Borrower (whether through a Borrowing of Base Rate Loans or otherwise) at a rate equal to the Base Rate plus the Applicable Rate for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03Base Rate Loans plus 2% per annum.
(ivvi) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance obligation pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit2.01(c), interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount each Unreimbursed Amount shall be solely for the account of the relevant applicable Fronting L/C IssuerIssuer (if, with respect to any Fronted Letter of Credit, such Lender has not funded its obligation in respect of a Committed Borrowing pursuant to Section 2.01(c)(iii) or funded its participation interest pursuant to Section 2.01(c)(i)) or the Several L/C Agent (if the Several L/C Agent has funded such amount on behalf of such Lender, as provided in Section 2.01(c)(viii)), as applicable.
(vvii) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances fund its obligations pursuant to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.01(c), 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 the relevant applicable Fronting L/C IssuerIssuer or the Several L/C Agent, as applicable, the Administrative Agent, 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 Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans (but not L/C Advances) pursuant to this Section 2.03(c2.01(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance funding by any Lender shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Creditpay each Unreimbursed Amount, together with interest as provided herein.
(viviii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.01(c) by the time specified in Section 2.03(c)(ii2.01(c)(i) or 2.01(c)(ii), thenas applicable, without limiting the other provisions of this Agreement, such applicable Fronting L/C Issuer or the Several L/C Agent (to the extent that the Several L/C Agent shall have funded such amount on behalf of such Lender, it being understood and agreed that the Several L/C Agent shall have no obligation or liability to fund any amount under any Several Letter of Credit other than in its capacity as a Lender), as applicable, shall, through the Administrative Agent, be entitled to recover from such Lender (acting through the Administrative Agent)Lender, 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 such L/C Issuer the Administrative Agent at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then and a rate determined by the Administrative Agent in effectaccordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by such L/C Issuer the Administrative Agent 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) Agent with respect to any amounts owing under this clause (viviii) shall be conclusive absent demonstrable manifest error.
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Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 11:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice date of any Honor Date (or, if payment by the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) L/C Issuer under a Letter of Credit (each such date, a “Borrower Honor Date”an "HONOR DATE"), the Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing drawing; PROVIDED, that if Borrower received notice of such draw after 1:00 p.m. on such Honor Date plus interest accruing at the Base Rate from the Honor Date to or if the date of reimbursement by Honor Date was not a Business Day on which Swing Line Loans could be made, the Borrower shall make such reimbursement not later than 11:00 a.m. on the Borrower first Business Day following such Honor Date. If the Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”"UNREIMBURSED AMOUNT"), and the amount of such Appropriate Revolving Credit Lender’s 's Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section SECTION 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(bSECTION 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(iSECTION 2.03(C)(I) may be given by telephone if promptly immediately confirmed in writing; provided 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(iSECTION 2.03(C)(I) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s 's Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iiiSECTION 2.03(C)(III), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.in
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Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower Borrowers and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following On the Business Day on which the Borrower Borrowers shall have received notice of any Honor Date (payment by the L/C Issuer under a Letter of Credit or, if the Borrower Borrowers shall have received such notice later than 10:00 a.m. 12:00 p.m., Philadelphia, Pennsylvania time, on any Business Day, on the second succeeding Business Day (such applicable Business Day) (each such date, a the “Borrower L/C Honor Date”), the Borrower Borrowers shall reimburse (regardless of whether or not such Letter of Credit shall be for the sole account of the Borrowers or for the joint account of the Borrowers and any Subsidiary) reimburse, on a joint and several basis, the L/C Issuer through the Administrative Agent in an amount equal to such drawing. If the Borrowers fail to so reimburse the L/C Issuer on the L/C Honor Date (or if any such reimbursement payment is required to be refunded to the Borrowers for any reason), then (x) the Borrowers shall be deemed to have requested a Borrowing of ABR Borrowings in the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by such timedrawing, and (y) the Administrative Agent shall promptly notify each Revolving Credit Lender of the L/C Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower Such Revolving Loans shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on made by the Borrower Honor Date in an amount equal to the Unreimbursed Amount, Lenders without regard to the minimum Borrowing Minimums and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b)Borrowing Multiples. Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.3(c)(i) may be given by telephone if promptly 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 . For the avoidance of doubt, if any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of drawing occurs under a Letter of Credit and such drawing is not later than 12:00 noon reimbursed on the same day, the Unreimbursed Amount of such drawing shall, without duplication, accrue interest for each day until the date of reimbursement at (x) prior to the Business Day specified in such notice by following 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 Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reasonHonor Date, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment rate per annum applicable to the Administrative Agent for the account outstanding principal balance of the relevant L/C Issuer ABR Borrowings pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c3.1(a), shall be absolute and unconditional and shall not be affected by any circumstance(y) thereafter, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, 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 Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the Default Rate applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with to the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect outstanding principal balance of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable errorABR Borrowings.
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Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not No later than 10:00 a.m. on the one Business Day immediately following (x) the Business Day on which the Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit or (or, y) if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding immediately following Business Day) Day (each such date, a “Borrower Honor Required Reimbursement Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Datedrawing. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Appropriate Lender of the Honor Required Reimbursement Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Required Reimbursement Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of LIBOR Loans or Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments under the applicable Revolving Credit Facility of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office for payments in an amount equal to its Applicable Revolving Credit Percentage Pro Rata Share of the any Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 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(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully reimbursed on the day such disbursement is made, the Unreimbursed Amount shall bear interest from and including the date such disbursement is made to but excluding the date such disbursement is reimbursed, at the rate per annum applicable to a Revolving Credit Borrowing of Base Rate Loans, provided that if such Unreimbursed Amount is not fully refinanced on the day such reimbursement is required by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an a L/C Borrowing on such day in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, 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; providedprovided that, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight Federal Funds Rate then from time to time in effect, effect plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable manifest error.
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The Obligations of the Revolving Credit Lenders under this clause (c)(viii) shall survive the payment in full of the Obligations and the termination of this Agreement.
Appears in 1 contract
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a compliant drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower Representative and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower Representative shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower Representative shall have received such notice later than 10:00 a.m. 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the applicable Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on (which reimbursement, in the case of a Letter of Credit denominated in an Alternative Currency, shall be in such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor DateAlternative Currency). If the applicable Borrower fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrowers for any reason), then the Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the applicable Borrower does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Borrower Representative shall have received such eventnotice later than 1:00 p.m. Local Time on any Business Day, on the second succeeding Business Day), the Borrower Representative shall be deemed to have requested requested, for the account of the applicable Borrower, a Revolving Credit Borrowing of Base Rate Loans (in the case of any Unreimbursed Amount in respect of a US Letter of Credit or a Multicurrency Letter of Credit denominated in Dollars) or Eurocurrency Rate Loans with a period of one month (in the case of any Unreimbursed Amount in respect of a Multicurrency Letter of Credit denominated in an Alternative Currency which Eurocurrency Rate Loans shall be in the same Alternative Currency in which the relevant Multicurrency Letter of Credit is denominated) to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, as applicable, nor the conditions set forth in Section 4.02, but subject to the amount of the unutilized portion of the relevant Revolving Credit Commitments in respect of the Appropriate Lendersrelevant Revolving Credit Facility. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and subject such drawing is not reimbursed on the same day as the day on which it is paid, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans or Eurocurrency Rate Loans, as applicable, under the conditions set forth in Section 4.02(b). Any notice given by an L/C Issuer or relevant Revolving Credit Facility until the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack date of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticereimbursement.
(ii) Each Revolving Credit Lender of the applicable Class (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Principal Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a relevant Letter of Credit not later than 12:00 noon 1:00 p.m., Local Time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each relevant Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan (or, in the case of any Unreimbursed Amount in respect of a Multicurrency Letter of Credit denominated in an Alternative Currency, a Eurocurrency Rate Loan with an interest period of one month denominated in such Alternative Currency) to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer in accordance with the instructions provided to the Administrative Agent by such L/C Issuer (which instructions may include standing payment instructions, which may be updated from time to time by such L/C Issuer, provided that, unless the Administrative Agent shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Administrative Agent).
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a relevant Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower applicable Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars (with respect to a Dollar denominated Letter of Credit) or in Alternative Currency (with respective to an Alternative Currency denominated Letter of Credit), in each case in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate then applicable to Base Rate Loans under the US Revolving Credit Facility or Eurocurrency Rate Loans with an interest period of one month under the Multicurrency Revolving Credit Facility, as applicable. In such event, each Revolving Credit Lender’s under the relevant Revolving Credit Facility payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each relevant Revolving Credit Lender under the Revolving Credit Facility funds its relevant Revolving Credit Loan under the relevant Revolving Credit Facility or relevant L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any relevant Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each relevant Revolving Credit Lender’s obligation to make relevant Revolving Credit Loans or relevant L/C Advances to reimburse an L/C Issuer for amounts drawn under relevant Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and (A) shall not be affected by any circumstance, including (AI) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrower Borrowers or any other Person for any reason whatsoever, ; (BII) the occurrence or continuance of a Default, ; or (CIII) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans foregoing and (but not L/C AdvancesB) pursuant to this Section 2.03(c) is subject to shall survive termination of the conditions set forth in Section 4.02 (Aggregate Commitments and the payment of all other than delivery by the Borrower of a Loan Notice)Obligations. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower Borrowers to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any relevant Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender under the Revolving Credit Facility fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at the greater of the Federal Funds Rate and a rate per annum equal to determined by the applicable Overnight Rate then Administrative Agent in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may bebanking industry rules on interbank compensation. A certificate of the relevant L/C Issuer submitted to any relevant Revolving Credit Lender under the relevant Revolving Credit Facility (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable error.
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any relevant Revolving Credit Lender under the relevant Revolving Credit Facility such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to each relevant Revolving Credit Lender under the relevant Revolving Credit Facility its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender of the applicable Class shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate.
Appears in 1 contract
Samples: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant applicable L/C Issuer shall notify promptly the Lead Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following On the Business Day on which the Lead Borrower shall have received notice of any Honor Date (payment by the applicable L/C Issuer under a Letter of Credit or, if the Lead Borrower shall have received such notice later than 10:00 a.m. 12:00 p.m. on any Business Day, on the second succeeding Business Day (such applicable Business Day) (each such date, a the “Borrower L/C Honor Date”), the Borrowers shall (regardless of whether or not such Letter of Credit shall be for the sole account of a Borrower shall or for the joint account of a Borrower and any Subsidiary) reimburse such L/C Issuer through the Administrative Agent in an amount equal to such drawing in Dollars. If the Borrowers fail to so reimburse the applicable L/C Issuer on the L/C Honor Date (or if any such reimbursement payment is required to be refunded to the Borrowers for any reason), then (x) the Borrowers shall be deemed to have requested a Borrowing of ABR Revolving Loans in the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by such timedrawing, and (y) the Administrative Agent shall promptly notify each Revolving Credit Lender of the L/C Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b). Any notice given by an any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.4(c)(i) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and such drawing is not reimbursed on the same day, the Unreimbursed Amount of such drawing shall, without duplication, accrue interest for each day until the date of reimbursement at (x) prior to the third Business Day following the L/C Honor Date, the rate per annum applicable to the outstanding principal balance of ABR Revolving Loans pursuant to Section 3.1(a), and (y) thereafter, a rate per annum equal to the Default Rate applicable to the outstanding principal balance of ABR Revolving Loans.
(ii) Each Revolving Credit Lender (including any such the Revolving Lender acting as an the applicable L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.4(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant applicable L/C Issuer at the Administrative Agent’s Payment Office in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a Letter of Credit in Dollars not later than 12:00 noon 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(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant applicable L/C Issuer, and may apply Cash Collateral provided for this purpose to such Unreimbursed Amount.
(iii) With respect Each Revolving Lender that makes funds available pursuant to any Unreimbursed Amount Section 2.4(c)(ii) shall be deemed to have made an ABR Revolving Loan in respect of a Letter of Credit Dollars to the Borrowers in such amount, provided that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because in the event the conditions for Revolving Borrowings set forth in Section 4.02 4.2 cannot be satisfied (and have not been waived) or for any other reason, then (A) the Borrower Borrowers shall be deemed to have incurred from the relevant applicable L/C Issuer an a L/C Borrowing in Dollars in the amount of the Unreimbursed Amount that is not so refinancedAmount, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In , and (B) such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) Lender shall be deemed payment in respect of its to have purchased a participation in such L/C Borrowing and shall constitute in an amount equal to its Applicable Percentage thereof (a “L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03Advance”).
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.4(c) to reimburse the relevant applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant applicable L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.4(c), 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 the relevant L/C Issuer, 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, provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c2.4(c) is subject to the conditions set forth in Section 4.02 4.2 (other than delivery by the Lead Borrower of a Committed Loan Notice). No such making of an a L/C Advance shall relieve or otherwise impair the obligation of the Borrower Borrowers to reimburse the relevant applicable L/C Issuer for the amount of any payment made by such the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant applicable L/C Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.03(c2.4(c) by the time specified in Section 2.03(c)(ii2.4(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Revolving Lender (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 such L/C Issuer at the greater of the Federal Funds Effective Rate and a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged determined by such L/C Issuer in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may bebanking industry rules on interbank compensation. A certificate of the relevant applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.4(c)(vi) shall be conclusive absent demonstrable manifest error.
(vii) If, at any time after the applicable L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Lender such Revolving Lender’s L/C Advance in respect of such payment in accordance with this Section 2.4(c), the Administrative Agent receives for the account of such Revolving Lender any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Revolving Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
Appears in 1 contract
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on On the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date payment by an L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 10:00 a.m. 1:00 p.m. on any Business Day, on the second succeeding Business Day) (each such datedate of payment, a an “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in Dollars in an amount equal to the amount Dollar Equivalent of such drawing on such Honor Date plus interest accruing at using the Base Exchange Rate from the Honor Date in relation to the date of reimbursement by the Borrower Dollars in effect on the Borrower Honor Date. If the Borrower fails to so reimburse such L/C Issuer by on the Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then, in the case of each L/C Borrowing, the Administrative Agent shall promptly notify the applicable L/C Issuer and each Revolving Credit Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing in Dollars (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In the event that the Borrower does not reimburse the L/C Issuer on the Business Day following the date it receives notice of the Honor Date (or, if the Borrower shall have received such eventnotice later than 1:00 p.m. on any Business Day, on the second succeeding Business Day), the Borrower shall be deemed to have requested a Revolving Credit Borrowing denominated in Dollars of Base Rate Loans to be disbursed on the Borrower Honor Date such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate LendersCommitments, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and such drawing is not reimbursed on the same day, such drawing shall, without duplication, accrue interest at the rate applicable to Base Rate Loans under the Revolving Credit Facility until the date of reimbursement.
(ii) Each Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) in Dollars for the account of the relevant L/C Issuer at the Administrative Agent’s Office for payments in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 p.m., New York City time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii)2.03, each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in Dollars in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 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 the relevant L/C Issuer, the a 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, provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at the greater of the Federal Funds Rate and a rate per annum equal to determined by the applicable Overnight Rate then Administrative Agent in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may bebanking industry rules on interbank compensation. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable error.
(vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to each Revolving Credit Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate.
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Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant applicable L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not In the event of any L/C Disbursement by an L/C Issuer under any Letter of Credit, the Borrower agrees to pay to such L/C Issuer the amount of such L/C Disbursement, in Dollars, no later than 10:00 a.m. (x) 1:00 p.m., New York City time, on the Business Day immediately following the Business Day on which such L/C Issuer has provided notice thereof to the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than has been provided prior to 10:00 a.m. a.m., New York City time, on any such Business Day, or (y) no later than 11:00 a.m., New York City time, on the second next succeeding Business Day) Day after the Borrower receives such notice from such L/C Issuer if such notice is not received prior to 10:00 a.m., New York City time, on such day (each such date, a an “Borrower Honor Date”), the Borrower shall reimburse and such L/C Issuer through shall provide prompt notice to the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Datereimbursement. If the Borrower fails to so reimburse such the applicable L/C Issuer by such time, such L/C Issuer shall promptly notify the Administrative Agent thereof, whereupon the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing L/C Disbursement (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing comprised of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitments and each Revolving Lender’s Revolving Credit Commitments of the Appropriate Lenders, Commitment and subject to the conditions set forth in Section 4.02(b5.01 (other than the delivery of a Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly 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 any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant applicable L/C Issuer Issuer, at such account of the Administrative Agent’s Office Agent as shall have been most recently designated by the Administrative Agent for such purpose by notice to the Revolving Lenders, in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 p.m., New York City time, on the Business Day specified in such 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 Loan that is a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant such L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans as set forth in Section 2.03(c)(ii) because the conditions set forth in Section 4.02 5.01 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant such L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant applicable L/C Issuer for any amount drawn under any Letter of CreditL/C Disbursement, interest in respect of such Revolving Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant such L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the applicable L/C Issuer for amounts drawn under Letters of Credit, L/C Disbursements as contemplated by this Section 2.03(c), ) shall be absolute and unconditional and shall not be affected by any circumstance, including including: (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the relevant such L/C Issuer, the Borrower Borrower, any Subsidiary 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, provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 5.01 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant any L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of CreditDisbursement, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant applicable L/C Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Revolving Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight greater of the NYFRB Rate then and a rate determined by such L/C Issuer in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant such L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) shall be conclusive absent demonstrable manifest error.
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Samples: Amendment and Restatement Agreement (Concentrix Corp)
Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such any Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on If a payment is made by the Business Day immediately following the Business Day on which the Borrower shall have received notice L/C Issuer under a Letter of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”)Credit, the Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to not later than 12:00 noon, New York, New York time, on the amount date such payment under such Letter of Credit is made (the “Honor Date”), if the Borrower shall have received notice of such drawing payment prior to 10:00 a.m., New York, New York time, on such Honor Date plus interest accruing at the Base Rate from the Honor Date Date, or if such notice has not been received by the Borrower prior to such time on the date Honor Date, then not later than 12:00 noon, New York, New York time, on (A) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York, New York time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt. Any such reimbursement by the Borrower which is made after the Honor Date shall be made together with interest on the Borrower amount disbursed from and including the Honor DateDate until payment in full of such disbursed amount, at a varying rate per annum equal to the then applicable interest rate for Base Rate Loans through the date that payment is due to be made pursuant to this Section, and thereafter, at the Default Rate applicable to Base Rate Loans. If the Borrower fails to so reimburse such the L/C Issuer by such timethe time required by the terms of this clause (i), the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Committed Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Aggregate Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.13(c)(i) may be given by telephone if promptly immediately confirmed in writing; provided 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 any such the Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.13(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage Pro Rata Share of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 2:00 p.m., New York, New York time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii2.13(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii2.13(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.032.13.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Committed Loan or L/C Advance pursuant to this Section 2.03(c2.13(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Committed Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.13(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but . Any such reimbursement shall not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.13(c) by the time specified in Section 2.03(c)(ii2.13(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such the L/C Issuer at a rate per annum equal to the applicable Overnight Federal Funds Rate then from time to time in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.13(c)(iv) shall be conclusive absent demonstrable manifest error.
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Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from On the beneficiary date of any payment by any Sterling L/C Issuer under any Sterling Letter of Credit of any notice of a drawing under (each such Letter of Creditdate, an "Sterling Honor Date"), the relevant Sterling L/C Issuer shall notify promptly the UK Borrower and the UK Administrative Agent thereofof such payment. Not later than 10:00 If the relevant Sterling L/C Issuer shall give such notice prior to 11:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Sterling Honor Date (orDate, if the Borrower shall have received such notice by not later than 10:00 11:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Sterling Honor Date”), the UK Borrower shall reimburse such the relevant Sterling L/C Issuer through the UK Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Datedrawing. If the UK Borrower fails to so reimburse such the relevant Sterling L/C Issuer by such time11:00 a.m. on the Sterling Honor Date, the UK Administrative Agent shall promptly notify each Revolving Credit Lender UK Bank of the Sterling Honor Date, the amount of the unreimbursed drawing (the “"Sterling Unreimbursed Amount”"), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage UK Bank's Sterling Pro Rata Share thereof. In such event, the UK Borrower shall be deemed to have requested a Revolving Credit UK Borrowing of Base Rate Loans Sterling Advances with a seven day Sterling Interest Period to be disbursed on the Borrower Sterling Honor Date in an amount equal to the Sterling Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to compliance with the conditions set forth in Section 4.02(b3.2B (other than (i) the delivery of a Sterling Notice of Borrowing and (ii) the absence of an event that would constitute an Event of Default but for the requirement of time elapse which is based upon the UK Borrower's failure to fully and timely reimburse for such drawing). Any notice given by an any Sterling L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2B.8(c)(i) may be given by telephone if promptly 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 UK Bank (including any such Lender the UK Bank acting as an Sterling L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2B.8(c)(i) make funds available (and to the UK Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant Sterling L/C Issuer at the UK Administrative Agent’s 's Office in an amount equal to its Applicable Revolving Credit Percentage Sterling Pro Rata Share of the Sterling Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 1:00 p.m. on the Business Day Sterling Honor Date specified in such notice by the UK Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii2B.8(c)(iii), each Revolving Credit Lender UK Bank that so makes funds available shall be deemed to have made a Base Rate Loan Sterling Advance with a seven day Sterling Interest Period subject to compliance with the conditions set forth in Section 3.2 (other than (i) the delivery of a Sterling Notice of Borrowing and (ii) the absence of an event that would constitute an Event of Default but for the requirement of time elapse which is based upon the UK Borrower's failure to fully and timely reimburse for such drawing) to the UK Borrower in such amountamount and the corresponding Sterling Unreimbursed Amount shall be deemed refinanced. The UK Administrative Agent shall remit the funds so received to the relevant Sterling L/C Issuer.
(iii) With respect to any Sterling Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Sterling Borrowing of Base Rate Loans Sterling Advances pursuant to a Sterling Borrowing under Section 2B.1 or a deemed Sterling Borrowing under Section 2B.8(c)(i) or (ii) because the conditions set forth in Section 4.02 3B.2 and not excused under Section 2B.8(c)(i) or (ii) cannot be satisfied or for any other reasonon the Honor Date, the Borrower shall be deemed to have incurred from then (A) the relevant Sterling L/C Issuer an L/C Borrowing in will notify the UK Borrower of such event and the amount of the such Sterling Unreimbursed Amount that has not been refinanced and (B) such Sterling Unreimbursed Amount that is not so refinanced, which L/C Borrowing refinanced (1) shall thereafter bear interest on the amount thereof from time to time outstanding at a rate per annum equal to 2% above the Sterling LIBO Rate with a seven day Sterling Interest Period in effect from time to time and (2) shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate15th day following the UK Borrower's receipt of such notice from such Sterling L/C Issuer. In such event, each Revolving Credit Lender’s UK Bank's payment to the UK Administrative Agent for the account of the relevant Sterling L/C Issuer pursuant to Section 2.03(c)(ii2B.8(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing Sterling Unreimbursed Amount and shall constitute an a Sterling L/C Advance from such Lender UK Bank in satisfaction of its participation obligation under this Section 2.032B.8.
(iv) Until each Revolving Credit Lender UK Bank funds its Revolving Credit Loan Sterling Advance or Sterling L/C Advance pursuant to this Section 2.03(c2B.8(c) to reimburse the relevant Sterling L/C Issuer for any amount drawn under any Sterling Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage UK Bank's Sterling Pro Rata Share of such amount shall be solely for the account of the relevant Sterling L/C Issuer.
(v) Each Revolving Credit Lender’s UK Bank's obligation to make Revolving Credit Loans or L/C Advances to reimburse an the relevant Sterling L/C Issuer for amounts drawn under Sterling Letters of Credit, as contemplated by this Section 2.03(c2B.8(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender UK Bank may have against the relevant Sterling L/C Issuer, the UK 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 Revolving Credit Lender’s obligation . No such making of a reimbursement to make Revolving Credit Loans (but not a Sterling L/C Advances) pursuant Issuer shall constitute a Sterling Borrowing if the UK Borrower is unable to this Section 2.03(c) is subject to satisfy the conditions set forth in Section 4.02 3.2 (other than (i) delivery by the UK Borrower of a Loan Notice). No Sterling Notice of Borrowing and (ii) the absence of an event that would constitute an Event of Default but for the requirement of time elapse which is based upon the UK Borrower's failure to fully and timely reimburse for such drawing) and no such making of an L/C Advance a reimbursement shall relieve or otherwise impair the obligation of the UK Borrower to reimburse the relevant Sterling L/C Issuer for the amount of any payment made by such the relevant Sterling L/C Issuer under any Sterling Letter of Credit, together with interest as provided hereinin Section 2B.8(c).
(vi) If any Revolving Credit Lender UK Bank fails to make available to the UK Administrative Agent for the account of the relevant a Sterling L/C Issuer any amount required to be paid by such Lender UK Bank pursuant to the foregoing provisions of this Section 2.03(c2B.8(c) by the time specified in Section 2.03(c)(ii2B.8(c)(ii), then, without limiting the other provisions of this Agreement, such relevant Sterling L/C Issuer shall be entitled to recover from such Lender UK Bank (acting through the UK 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 such the relevant Sterling L/C Issuer at a rate per annum equal to the applicable Overnight Sterling LIBO Rate then from time to time in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant a Sterling L/C Issuer submitted to any Revolving Credit Lender UK Bank (through the UK Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable manifest error.
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Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such any Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on If a payment is made by the Business Day immediately following the Business Day on which the Borrower shall have received notice L/C Issuer under a Letter of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”), Credit the Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to not later than 12:00 noon, New York time, on the amount date such payment under such Letter of Credit is made (the “Honor Date”), if the Borrower shall have received notice of such drawing payment prior to 10:00 a.m., New York time, on such Honor Date plus interest accruing at the Base Rate from the Honor Date Date, or if such notice has not been received by the Borrower prior to such time on the date Honor Date, then not later than 12:00 noon, New York time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt. Any such reimbursement by the Borrower which is made after the Honor Date shall be made together with interest on the Borrower amount disbursed from and including the Honor DateDate until payment in full of such disbursed amount, at a varying rate per annum equal to the then applicable interest rate for Base Rate Loans through the date that payment is due to be made pursuant to this Section, and thereafter, at the Default Rate applicable to Base Rate Loans. If the Borrower fails to so reimburse such the L/C Issuer by such timethe time required by the terms of this subsection (c)(i), the Administrative Agent shall promptly notify each Revolving Credit Revolver Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolver Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Committed Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Aggregate Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.14(c)(i) may be given by telephone if promptly 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 Revolver Lender (including any such the Revolver Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.14(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage Pro Rata Share of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 2:00 p.m., New York time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii2.14(c)(iii), each Revolving Credit Revolver Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Revolver Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii2.14(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolver Lender in satisfaction of its participation obligation under this Section 2.032.14.
(iv) Until each Revolving Credit Revolver Lender funds its Revolving Credit Committed Loan or L/C Advance pursuant to this Section 2.03(c2.14(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolver Lender’s Applicable Revolving Credit Percentage Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Revolver Lender’s obligation to make Revolving Credit Committed Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.14(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Revolver Lender may have against the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but . Any such reimbursement shall not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Revolver Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Revolver Lender pursuant to the foregoing provisions of this Section 2.03(c2.14(c) by the time specified in Section 2.03(c)(ii2.14(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Revolver Lender (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 such the L/C Issuer at a rate per annum equal to the applicable Overnight Federal Funds Rate then from time to time in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer 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 Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Revolver Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable manifest error.
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Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following On the Business Day on which the Borrower shall have received notice of any Honor Date (payment by the L/C Issuer under a Letter of Credit or, if the Borrower shall have received such notice later than 10:00 a.m. 12:00 p.m. on any Business Day, on the second succeeding Business Day (such applicable Business Day) (each such date, a the “Borrower L/C Honor Date”), the Borrower shall (regardless of whether or not such Letter of Credit shall be for the sole account of the Borrower or for the joint account of the Borrower and any Subsidiary) reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Datedrawing. If the Borrower fails to so reimburse such the L/C Issuer by on the L/C Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then (x) the Borrower shall be deemed to have requested a Borrowing of ABR Revolving Loans in the amount of such drawing, and (y) the Administrative Agent shall promptly notify each Revolving Credit Lender of the L/C Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower Such Revolving Loans shall be deemed to have requested a made by the Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, Lenders without regard to the minimum Borrowing Minimums and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b)Borrowing Multiples. Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.4(c)(i) may be given by telephone if promptly immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and such drawing is not reimbursed on the same day, the Unreimbursed Amount of such drawing shall, without duplication, accrue interest for each day until the date of reimbursement at (x) prior to the third Business Day following the L/C Honor Date, the rate per annum applicable to the outstanding principal balance of ABR Revolving Loans pursuant to Section 3.1(a), and (y) thereafter, a rate per annum equal to the Default Rate applicable to the outstanding principal balance of ABR Revolving Loans.
(ii) Each Revolving Credit Lender (including any such the Revolving Lender acting as an the L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.4(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Payment Office in an amount equal to its Applicable Revolving Credit Percentage of the any Unreimbursed Amount in respect of a Letter of Credit in Dollars not later than 12:00 noon 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(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer, and may apply Cash Collateral provided for this purpose to such Unreimbursed Amount.
(iii) With respect Each Revolving Lender that makes funds available pursuant to any Unreimbursed Amount Section 2.4(c)(ii) shall be deemed to have made an ABR Revolving Loan in respect of a Letter of Credit Dollars to the Borrower in such amount, provided that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because in the event the conditions for Revolving Borrowings set forth in Section 4.02 4.2 cannot be satisfied (and have not been waived) or for any other reason, then (A) the Borrower shall be deemed to have incurred from the relevant L/C Issuer an a L/C Borrowing in Dollars in the amount of the Unreimbursed Amount that is not so refinancedAmount, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In , and (B) such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) Lender shall be deemed payment in respect of its to have purchased a participation in such L/C Borrowing and shall constitute in an amount equal to its Applicable Percentage thereof (a “L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03Advance”).
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.4(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.4(c), 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 the relevant L/C Issuer, 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, provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c2.4(c) is subject to the conditions set forth in Section 4.02 4.2 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an a L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.03(c2.4(c) by the time specified in Section 2.03(c)(ii2.4(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Revolving Lender (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 such the L/C Issuer at the greater of the Federal Funds Effective Rate and a rate per annum equal to determined by the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection accordance with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may bebanking industry rules on interbank compensation. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.4(c)(vi) shall be conclusive absent demonstrable manifest error.
(vii) If, at any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Lender such Revolving Lender’s L/C Advance in respect of such payment in accordance with this Section 2.4(c), the Administrative Agent receives for the account of such Revolving Lender any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Revolving Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
(viii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.4(c) is required to be returned under any of the circumstances described in Section 10.11, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Lender, at a rate per annum equal to the Federal Funds Effective Rate.
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Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant applicable L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 10:00 a.m. Each L/C Issuer shall notify the Borrower on the Business Day immediately following the Business Day on which the Borrower shall have received notice date of any Honor Date (or, if the Borrower shall have received payment by such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) L/C Issuer under a Letter of Credit (each such date, a an “Borrower Honor Date”), and the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing no later than on the next succeeding Business Day (and any reimbursement made on such next Business Day shall be taken into account in computing interest and fees in respect of any such Letter of Credit) after the Borrower shall have received notice of such payment with interest on the amount so paid or disbursed by such L/C Issuer, to the extent not reimbursed prior to 3:00 p.m. (New York City time) on the applicable Honor Date plus interest accruing Date, from and including the date paid or disbursed to but excluding the date such L/C Issuer was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Honor Date Applicable Rate as in effect from time to the date of reimbursement by the Borrower on the Borrower Honor Datetime for Revolving Credit Loans that are maintained as Base Rate Loans. If the Borrower fails to so reimburse such L/C Issuer by on such timenext Business Day, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share thereof. In such event, in the case of an Unreimbursed Amount, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date such date in an amount equal to to, and denominated in the same currency as, the Unreimbursed Amount, in accordance with the requirements of Section 2.02 but without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, as the case may be, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.03(d)(i) may be given by telephone if promptly confirmed in writing; provided that the lack of such an immediate a prompt confirmation shall not affect the conclusiveness or binding effect of such notice.
(ii) Each Revolving Credit Lender (including any such each Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.03(d)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant applicable L/C Issuer Issuer, at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage applicable Pro Rata Share of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon 3:00 p.m. (New York City time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii2.03(d)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Loan to the Borrower in such amount. The Administrative Agent shall promptly remit the funds so received to the relevant applicable L/C Issuer.
(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate then applicable to Base Rate Revolving Credit Loans. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant applicable L/C Issuer pursuant to Section 2.03(c)(ii2.03(d)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.03(d) to reimburse the relevant applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage applicable Pro Rata Share of such amount shall be solely for the account of the relevant such L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.03(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 the relevant such L/C Issuer, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c2.03(d) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant applicable L/C Issuer for the amount of any payment made by such the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.03(d) by the time specified in Section 2.03(c)(ii2.03(d)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (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 such L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate then from time to time in effecteffect and a rate reasonably determined by such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid)principal amount, the amount so paid (less interest and fees) shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(d)(vi) shall be conclusive absent demonstrable manifest error.
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