Common use of Facility Letter of Credit Reimbursement Obligations Clause in Contracts

Facility Letter of Credit Reimbursement Obligations. (a) Each Borrower agrees to pay to the Issuer of each Facility Letter of Credit issued for its account (i) on each date that any amount is drawn under such Facility Letter of Credit a sum (and interest on such sum as provided in clause (ii) below) equal to the amount so drawn plus all other charges and expenses with respect thereto specified in Section 2.18.6 or in the applicable Reimbursement Agreement and (ii) interest on any and all amounts remaining unpaid under this Section 2.18.3 until payment in full at the Alternate Base Rate plus 1.0% per annum. Each Borrower agrees to pay to the Issuer the amount of all Facility Letter of Credit Reimbursement Obligations owing in respect of each Facility Letter of Credit issued for its account immediately when due, under all circumstances, including, without limitation, any of the following circumstances: (w) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (x) the existence of any claim, set-off, defense or other right which either Borrower may have at any time against a beneficiary named in a Facility Letter of Credit, any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Lender or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between such Borrower and the beneficiary named in any Facility Letter of Credit); (y) the validity, sufficiency or genuineness of any document which the Issuer has determined (absent its gross negligence or willful misconduct) complies on its face with the terms of the applicable Facility Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect; or (z) the surrender or impairment of any security for the performance or observance of any of the terms hereof. (b) Notwithstanding any provisions to the contrary in any Reimbursement Agreement, each Borrower agrees to reimburse the Issuer for amounts which the Issuer pays under each Facility Letter of Credit issued for its account no later than the time specified in this Agreement. If the applicable Borrower does not pay any such Facility Letter of Credit Reimbursement Obligations when due, then such Borrower shall be deemed to have immediately requested that the Lenders make an Alternate Base Rate Advance under this Agreement in a principal amount equal to such unreimbursed Facility Letter of Credit Reimbursement Obligations. The Administrative Agent shall promptly notify the Lenders of such deemed request and, without the necessity of compliance with the requirements of Sections 2.6 and 4.2, each Lender shall make available to the Administrative Agent its Loan in the manner prescribed for Alternate Base Rate Advances. The proceeds of such Loans shall be paid over by the Administrative Agent to the Issuer for the account of the applicable Borrower in satisfaction of such unreimbursed Facility Letter of Credit Reimbursement Obligations, which shall thereupon be deemed satisfied by the proceeds of, and replaced by, such Alternate Base Rate Advance. (c) If the Issuer makes a payment on account of any Facility Letter of Credit and is not concurrently reimbursed therefor by the applicable Borrower and if for any reason an Alternate Base Rate Advance may not be made pursuant to paragraph (b) above, then as promptly as practical during normal banking hours on the date of its receipt of such notice or, if not practicable on such date, not later than noon (Chicago time) on the Business Day immediately succeeding such date of notification, each Lender shall deliver to the Administrative Agent for the account of the Issuer, in immediately available funds, the purchase price for such Lender's interest in such unreimbursed Facility Letter of Credit Obligations, which shall be an amount equal to such Lender's pro-rata share of such payment. Each Lender shall, upon demand by the Issuer, pay the Issuer interest on such Lender's pro-rata share of such draw from the date of payment by the Issuer on account of such Facility Letter of Credit until the date of delivery of such funds to the Issuer by such Lender at a rate per annum, computed for actual days elapsed based on a 360-day year, equal to the Federal Funds Effective Rate for such period; provided, that such payments shall be made by the Lenders only in the event and to the extent that the Issuer is not reimbursed in full by the applicable Borrower for interest on the amount of any draw on the Facility Letters of Credit. (d) At any time after the Issuer has made a payment on account of any Facility Letter of Credit and has received from any other Lender such Lender's pro-rata share of such payment, such Issuer shall, forthwith upon its receipt of any reimbursement (in whole or in part) by the applicable Borrower for such payment, or of any other amount from the applicable Borrower or any other Person in respect of such payment (including, without limitation, any payment of interest or penalty fees and any payment under any collateral account agreement of the applicable Borrower or any Loan Document but excluding any transfer of funds from any other Lender pursuant to Section 2.18.3(b)), transfer to such other Lender such other Lender's ratable share of such reimbursement or other amount; provided, that interest shall accrue for the benefit of such Lender from the time such Issuer has made a payment on account of any Facility Letter of Credit; provided, further, that in the event that the receipt by the Issuer of such reimbursement or other amount is found to have been a transfer in fraud of creditors or a preferential payment under the Bankruptcy Code or is otherwise required to be returned, such Lender shall promptly return to the Issuer any portion thereof previously transferred by the Issuer to such Lender, but without interest to the extent that interest is not payable by the Issuer in connection therewith.

Facility Letter of Credit Reimbursement Obligations. (a) Each The ------------------------------------------------------ Borrower agrees to pay to the Issuer of each a Facility Letter of Credit issued for its account (i) on each date that any amount is drawn under such each Facility Letter of Credit a sum (and interest on such sum as provided in clause (ii) below) equal to the amount so drawn plus all other charges and expenses with respect thereto specified in Section 2.18.6 2.19.6 or in the applicable Reimbursement Agreement and (ii) interest on -------------- any and all amounts remaining unpaid under this Section 2.18.3 2.19.3 until payment in -------------- full at the Alternate Base Rate plus 1.0% per annumthe margin specified in Section 2.10. Each The ------------ Borrower agrees to pay to the Issuer the amount of all Facility Letter of Credit Reimbursement Obligations owing in respect of each any Facility Letter of Credit issued for its account immediately when due, under all circumstances, including, without limitation, any of the following circumstances: (w) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (x) the existence of any claim, set-off, defense or other right which either the Borrower may have at any time against a beneficiary named in a Facility Letter of Credit, any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Lender or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between such the Borrower and the beneficiary named in any Facility Letter of Credit); (y) the validity, sufficiency or genuineness of any document which the Issuer has determined (absent its gross negligence or willful misconduct) in good faith complies on its face with the terms of the applicable Facility Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect; or (z) the surrender or impairment of any security for the performance or observance of any of the terms hereof. (b) Notwithstanding any provisions to the contrary in any Reimbursement Agreement, each the Borrower agrees to reimburse the Issuer for amounts which the Issuer pays under each such Facility Letter of Credit issued for its account no later than the time specified in this Agreement. If the applicable Borrower does not pay any such Facility Letter of Credit Reimbursement Obligations when due, then such the Borrower shall be deemed to have immediately requested that the Lenders make an Alternate Base Rate Advance under this Agreement in a principal amount equal to such unreimbursed Facility Letter of Credit Reimbursement Obligations. The Administrative Agent shall promptly notify the Lenders of such deemed request and, without the necessity of compliance with the requirements of Sections 2.6 2.2.3 and 4.2, each -------------- --- Lender shall make available to the Administrative Agent its Loan in the manner prescribed for Alternate Base Rate Advances. The proceeds of such Loans shall be paid over by the Administrative Agent to the Issuer for the account of the applicable Borrower in satisfaction of such unreimbursed Facility Letter of Credit Reimbursement Obligations, which shall thereupon be deemed satisfied by the proceeds of, and replaced by, such Alternate Base Rate Advance. (c) If the Issuer makes a payment on account of any Facility Letter of Credit and is not concurrently reimbursed therefor by the applicable Borrower and if for any reason an Alternate Base Rate Advance may not be made pursuant to paragraph (b) above, then as promptly as practical during normal banking hours on the date of its receipt of such notice or, if not practicable on such date, not later than noon (Chicago time) on the Business Day immediately succeeding such date of notification, each Lender shall deliver to the Administrative Agent for the account of the Issuer, in immediately available funds, the purchase price for such Lender's interest in such unreimbursed Facility Letter of Credit Obligations, which shall be an amount equal to such Lender's pro-rata share of such payment. Each Lender shall, upon demand by the Issuer, pay the Issuer interest on such Lender's pro-rata share of such draw from the date of payment by the Issuer on account of such Facility Letter of Credit until the date of delivery of such funds to the Issuer by such Lender at a rate per annum, computed for actual days elapsed based on a 360-day year, equal to the Federal Funds Effective Rate for such period; provided, that such payments shall be made by the Lenders only in the -------- event and to the extent that the Issuer is not reimbursed in full by the applicable Borrower for interest on the amount of any draw on the Facility Letters of Credit. (d) At any time after the Issuer has made a payment on account of any Facility Letter of Credit and has received from any other Lender such Lender's pro-rata share of such payment, such Issuer shall, forthwith upon its receipt of any reimbursement (in whole or in part) by the applicable Borrower for such payment, or of any other amount from the applicable Borrower or any other Person in respect of such payment (including, without limitation, any payment of interest or penalty fees and any payment under any collateral account agreement of the applicable Borrower or any Loan Document but excluding any transfer of funds from any other Lender pursuant to Section 2.18.3(b2.19.3(b)), transfer to such other Lender such other Lender's ratable ----------------- share of such reimbursement or other amount; provided, that interest shall -------- accrue for the benefit of such Lender from the time such Issuer has made a payment on account of any Facility Letter of Credit; provided, further, that in -------- ------- the event that the receipt by the Issuer of such reimbursement or other amount is found to have been a transfer in fraud of creditors or a preferential payment under the United States Bankruptcy Code or is otherwise required to be returned, such Lender shall promptly return to the Issuer any portion thereof previously transferred by the Issuer to such Lender, but without interest to the extent that interest is not payable by the Issuer in connection therewith.

Facility Letter of Credit Reimbursement Obligations. (a) Each Borrower The --------------------------------------------------- Company agrees to pay to the Agent for the account of the Issuer of each Facility Letter of Credit issued for its account (i) on each date that any amount is drawn under such any Facility Letter of Credit a sum (and interest on such sum as provided in clause (ii) below) equal to the amount so drawn drawn, plus all other charges and expenses with respect thereto specified in Section 2.18.6 2.6 or in the applicable Reimbursement Agreement and (ii) interest at ----------- the Floating Rate on any and all amounts remaining unpaid under this Section 2.18.3 2.3 ----------- until payment in full at full. Payments shall be made to the Alternate Base Rate plus 1.0% per annumIssuer in accordance with Section 2.8. Each Borrower The Company ----------- agrees to pay to the Agent for the account of the Issuer the amount of all Facility Letter of Credit Reimbursement Obligations owing in respect of each any Facility Letter of Credit issued for its account immediately when due, due under all circumstances, including, without limitation, any of the following circumstances: (w) any lack of validity or enforceability of this Agreement or any of the other Loan L/C Documents; (x) the existence of any claim, set-off, defense or other right which either Borrower the Company may have at any time against a beneficiary named in a Facility Letter of Credit, any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Lender Facility Letter of Credit Provider or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between such Borrower the Company and the beneficiary named in any Facility Letter of Credit); (y) the validity, sufficiency or genuineness of any document which the Issuer has determined (absent its gross negligence or willful misconduct) in good faith complies on its face with the terms of the applicable Facility Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect; or (z) the surrender or impairment of any security for the performance or observance of any of the terms hereof. (b) Notwithstanding any provisions to the contrary in any Reimbursement AgreementAgreement or other L/C Document, each Borrower the Company agrees to reimburse the Issuer for amounts which the Issuer pays under each Facility Letter of Credit issued for its account no later than (i) 2:00 p.m. (Chicago time) on the time specified in this Agreement. If the applicable Borrower does not pay any such Facility Letter of Credit Reimbursement Obligations when due, then such Borrower shall be deemed to have immediately requested that the Lenders make an Alternate Base Rate Advance under this Agreement in a principal amount equal to such unreimbursed Facility Letter of Credit Reimbursement Obligations. The Administrative Agent shall promptly notify the Lenders date of such deemed request andpayment by the Issuer, without if the necessity of compliance with Issuer notifies the requirements of Sections 2.6 and 4.2, each Lender shall make available to the Administrative Agent its Loan in the manner prescribed for Alternate Base Rate Advances. The proceeds Company of such Loans shall be paid over payment by 10:00 a.m. (Chicago time) or (ii) 12:00 noon (Chicago time) on the Administrative Agent to Business Day following such payment, if otherwise (together with interest thereon at the Issuer for the account of the applicable Borrower in satisfaction of such unreimbursed Facility Letter of Credit Reimbursement Obligations, which shall thereupon be deemed satisfied by the proceeds of, and replaced by, such Alternate Base Rate AdvanceFloating Rate). (c) If Upon receipt from the Issuer makes a payment on account beneficiary of any Facility Letter of Credit of any demand under such Facility Letter of Credit, the Issuer shall notify the Company and is not concurrently reimbursed therefor the Agent, and the Agent shall notify each Participant as to the amount to be paid by the applicable Borrower Issuer as a result of such demand and if for any reason an Alternate Base Rate Advance may not be made pursuant to paragraph (b) abovethe proposed payment date. Upon receipt of such notice, then as promptly as practical during normal banking hours on the date of its receipt of such notice or, if not practicable on such date, not later than noon (Chicago time) on the Business Day immediately succeeding such date of notification, each Lender Participant shall deliver to the Administrative Agent for the account of the Issuer, in immediately available funds, the purchase price for such LenderParticipant's interest in such unreimbursed Facility Letter of Credit ObligationsObligations to the extent such amount is not reimbursed by the Company pursuant to paragraph (b) above, which shall be an amount equal to such LenderParticipant's pro-rata share of such paymentFacility Letter of Credit Obligations. Each Lender Participant shall, upon demand by the Issuer, pay the Agent for the account of the Issuer interest on such LenderParticipant's pro-rata share of such draw from the date of payment by the Issuer on account of such Facility Letter of Credit until the date of delivery of such funds to the Issuer Agent by such Lender Participant at a rate per annum, computed for actual days elapsed based on a 360-day year, equal to the Federal Funds Effective Rate for such period; provided, that such payments shall -------- be made by the Lenders Participants only in the event and to the extent that the Issuer is not reimbursed in full by the applicable Borrower Company for interest on the amount of any draw on the Facility Letters of Credit. (d) At any time after the Issuer has made a payment on account of any Facility Letter of Credit and has received from any other Lender Participant such LenderParticipant's pro-rata share of such payment, such the Issuer shall, forthwith upon its receipt of any reimbursement (in whole or in part) by the applicable Borrower Company for such payment, or of any other amount from the applicable Borrower Company or any other Person in respect of such payment (including, without limitation, any payment of interest or penalty fees and any payment under any collateral account agreement of the applicable Borrower Company or any Loan Document but excluding any transfer of funds from any other Lender pursuant to Section 2.18.3(b)L/C Document), transfer to such other Lender Participant such other LenderParticipant's ratable share of such reimbursement or other amount; provided, that interest shall accrue for the benefit of such Lender Participant from -------- the time such Issuer has made a payment on account of any Facility Letter of Credit; provided, further, that in the event that the receipt by the Issuer of -------- ------- such reimbursement or other amount is found to have been a transfer in fraud of creditors or a preferential payment under the Bankruptcy Code any bankruptcy code or is otherwise required to be returned, such Lender Participant shall promptly return to the Issuer any portion thereof previously transferred by the Issuer to such LenderParticipant, but without interest to the extent that interest is not payable by the Issuer in connection therewith.

Facility Letter of Credit Reimbursement Obligations. (a) Each The -------------------------------------------------------- Borrower agrees to pay to the Issuer of each a Facility Letter of Credit issued for its account (i) on each date that any amount is drawn under such each Facility Letter of Credit a sum (and interest on such sum as provided in clause (ii) below) equal to the amount so drawn plus all other charges and expenses with respect thereto specified in Section 2.18.6 2.19.6 or in the applicable Reimbursement Agreement and (ii) interest on -------------- any and all amounts remaining unpaid under this Section 2.18.3 2.19.3 until payment in -------------- full at the Alternate Base Rate plus 1.0% per annumthe margin specified in Section 2.10. Each The ------------ Borrower agrees to pay to the Issuer the amount of all Facility Letter of Credit Reimbursement Obligations owing in respect of each any Facility Letter of Credit issued for its account immediately when due, under all circumstances, including, without limitation, any of the following circumstances: (w) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (x) the existence of any claim, set-off, defense or other right which either the Borrower may have at any time against a beneficiary named in a Facility Letter of Credit, any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), any Lender or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between such the Borrower and the beneficiary named in any Facility Letter of Credit); (y) the validity, sufficiency or genuineness of any document which the Issuer has determined (absent its gross negligence or willful misconduct) in good faith complies on its face with the terms of the applicable Facility Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect; or (z) the surrender or impairment of any security for the performance or observance of any of the terms hereof. (b) Notwithstanding any provisions to the contrary in any Reimbursement Agreement, each the Borrower agrees to reimburse the Issuer for amounts which the Issuer pays under each such Facility Letter of Credit issued for its account no later than the time specified in this Agreement. If the applicable Borrower does not pay any such Facility Letter of Credit Reimbursement Obligations when due, then such the Borrower shall be deemed to have immediately requested that the Lenders make an Alternate Base Rate Advance under this Agreement in a principal amount equal to such unreimbursed Facility Letter of Credit Reimbursement Obligations. The Administrative Agent shall promptly notify the Lenders of such deemed request and, without the necessity of compliance with the requirements of Sections 2.6 2.2.3 -------------- and 4.2, each Lender shall make available to the Administrative Agent its Loan --- in the manner prescribed for Alternate Base Rate Advances. The proceeds of such Loans shall be paid over by the Administrative Agent to the Issuer for the account of the applicable Borrower in satisfaction of such unreimbursed Facility Letter of Credit Reimbursement Obligations, which shall thereupon be deemed satisfied by the proceeds of, and replaced by, such Alternate Base Rate Advance. (c) If the Issuer makes a payment on account of any Facility Letter of Credit and is not concurrently reimbursed therefor by the applicable Borrower and if for any reason an Alternate Base Rate Advance may not be made pursuant to paragraph (b) above, then as promptly as practical during normal banking hours on the date of its receipt of such notice or, if not practicable on such date, not later than noon (Chicago time) on the Business Day immediately succeeding such date of notification, each Lender shall deliver to the Administrative Agent for the account of the Issuer, in immediately available funds, the purchase price for such Lender's interest in such unreimbursed Facility Letter of Credit Obligations, which shall be an amount equal to such Lender's pro-rata share of such payment. Each Lender shall, upon demand by the Issuer, pay the Issuer interest on such Lender's pro-rata share of such draw from the date of payment by the Issuer on account of such Facility Letter of Credit until the date of delivery of such funds to the Issuer by such Lender at a rate per annum, computed for actual days elapsed based on a 360-day year, equal to the Federal Funds Effective Rate for such period; provided, that such payments shall be made -------- by the Lenders only in the event and to the extent that the Issuer is not reimbursed in full by the applicable Borrower for interest on the amount of any draw on the Facility Letters of Credit. (d) At any time after the Issuer has made a payment on account of any Facility Letter of Credit and has received from any other Lender such Lender's pro-rata share of such payment, such Issuer shall, forthwith upon its receipt of any reimbursement (in whole or in part) by the applicable Borrower for such payment, or of any other amount from the applicable Borrower or any other Person in respect of such payment (including, without limitation, any payment of interest or penalty fees and any payment under any collateral account agreement of the applicable Borrower or any Loan Document but excluding any transfer of funds from any other Lender pursuant to Section 2.18.3(b2.19.3(b)), transfer to such other Lender such other Lender's ratable ----------------- share of such reimbursement or other amount; provided, that interest shall -------- accrue for the benefit of such Lender from the time such Issuer has made a payment on account of any Facility Letter of Credit; provided, further, that in -------- ------- the event that the receipt by the Issuer of such reimbursement or other amount is found to have been a transfer in fraud of creditors or a preferential payment under the United States Bankruptcy Code or is otherwise required to be returned, such Lender shall promptly return to the Issuer any portion thereof previously transferred by the Issuer to such Lender, but without interest to the extent that interest is not payable by the Issuer in connection therewith.