Reimbursement Obligation. The Borrower agrees unconditionally, irrevocably and absolutely to pay immediately to the Agent, for the account of the Lenders, the amount of each advance which may be drawn under or pursuant to a Letter of Credit or an L/C Draft related thereto (such obligation of the Borrower to reimburse the Agent for an advance made under a Letter of Credit or L/C Draft being hereinafter referred to as a "REIMBURSEMENT OBLIGATION" with respect to such Letter of Credit or L/C Draft). If the Borrower at any time fails to repay a Reimbursement Obligation pursuant to this SECTION 3.6, the Borrower shall be deemed to have elected to borrow Revolving Loans from the Lenders, as of the date of the advance giving rise to the Reimbursement Obligation, equal in amount to the amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of the date of the payment giving rise to such Reimbursement Obligation, automatically, without notice and without any requirement to satisfy the conditions precedent otherwise applicable to an Advance of Revolving Loans. Such Revolving Loans shall constitute a Floating Rate Advance, the proceeds of which Advance shall be used to repay such Reimbursement Obligation. If, for any reason, the Borrower fails to repay a Reimbursement Obligation on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, at the interest rate applicable to a Floating Rate Advance.
Reimbursement Obligation. The Borrower's obligation to reimburse the applicable Issuing Bank and the Banks on account of any drawing under any Letter of Credit, all as provided in Section 3.2.
Reimbursement Obligation. The Borrower's obligation to reimburse the Agent ------------------------ and the Banks on account of any drawing under any Letter of Credit as provided in (S)5.2.
Reimbursement Obligation. The Policy Provider shall be entitled to reimbursement in full for (i) any payment made by the Policy Provider under the Policy in an amount equal to the sum of the amount so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due and owing to the Policy Provider on the date payment is made under the Policy, (ii) if the Policy Provider has, pursuant to the proviso to Section 2.6(c), paid to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, such payment and interest (accrued at the rate of the Base Rate plus 1% per annum) on the unreimbursed amount of such payment from and including the date of such payment to but excluding the date such payment shall be reimbursed in full (without duplication of amounts reimbursable under the foregoing clause (i)), (iii) any and all charges, fees, costs and expenses and disbursements that the Policy Provider may reasonably pay or incur, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements), in connection with the enforcement, defense or preservation of any rights in respect of any of the Operative Agreements, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways and to the extent not paid), (iv) all Rating Agency fees, expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), (v) all reasonable and actual fees, expenses and disbursements (including those of legal counsel) incurred by the Policy Provider after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and any modification, waiver, amendment, revision or similar action of the Operative Agreements and all other documents delivered with respect t...
Reimbursement Obligation. The Borrower’s obligation to reimburse the Administrative Agent and the Lenders on account of any drawing under any Letter of Credit as provided in §2.9.6.
Reimbursement Obligation. The Borrower's obligation to reimburse the Agent and the Banks on account of any drawing under any Letter of Credit as provided in ss.
Reimbursement Obligation. With respect to each Letter of Credit, the Letter of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the...
Reimbursement Obligation. (a) SCL agrees that it shall, subject to the terms of this Agreement, reimburse the Company for the NCLA Cash Losses (to the extent actually incurred by the Company and its Subsidiaries) at the intervals specified in Section 2.2(b); provided, however, that the Parties acknowledge and agree that SCL shall not be required to reimburse the Company for any NCLA Cash Losses, together with any Post-Termination Expenses and Early Redeployment Expenses reimbursed by SCL pursuant to the terms hereof, in excess of an aggregate amount equal to the Cash Losses Cap. For the avoidance of doubt, the reimbursement obligations of SCL under this Section 2.2 shall not be affected solely due to the fact that a fiscal quarter or other accounting period of NCLA begins or ends prior to or after either the Effective Date or the NCLA Valuation Date.
(b) Within 30 days following the end of the each fiscal quarter of the Company after the Effective Date (and within 30 days following the NCLA Valuation Date), the Company shall provide SCL with a written statement of NCLA Cash Losses during such quarter (or any portion thereof occurring after the Effective Date) or through the NCLA Valuation Date, as the case may be, and aggregate NCLA Cash Losses for the period beginning on the Effective Date and ending on the last date of such fiscal quarter (or through the NCLA Valuation Date, as the case may be). Within 15 days of receipt of such invoice, SCL shall pay to the Company by wire transfer of immediately available funds to an account specified in writing by the Company the aggregate amount of NCLA Cash Losses from the period beginning on the Effective Date and ending on the last date of the most recently ended fiscal quarter or the NCLA Valuation Date, as the case may be, less any amount of NCLA Cash Losses previously paid by SCL with respect to any period; provided, that in no event shall the aggregate amount of NCLA Cash Losses, Post-Termination Expenses and Early Redeployment Expenses payable by SCL pursuant to this Agreement exceed the Cash Losses Cap; and provided further, if the aggregate amount paid by SCL in respect of NCLA Cash Losses exceeds the actual amount of NCLA Cash Losses for the period from the Effective Date through the NCLA Valuation Date, then within 40 days of the NCLA Valuation Date the Company shall refund to SCL by wire transfer of immediately available funds to an account specified in writing by SCL the amount of any such excess and shall provide SCL with a wri...
Reimbursement Obligation. The Borrower's obligation to reimburse the Issuing Lender and the Lenders on account of any drawing under any Letter of Credit as provided in Section 4.2.
Reimbursement Obligation. To induce the applicable Issuing Lender to issue and maintain LCs and to induce Revolver Lenders to participate in issued LCs, Restricted Borrowers agree to pay or reimburse the applicable Issuing Lender (i) on the date on which Issuing Lender makes any payments under any LC, an amount equal to the amount of such payment by the applicable Issuing Lender under such LC and (ii) promptly, upon demand, the amount of any fees (in addition to the fees described in Section 5) which the applicable Issuing Lender customarily charges to a Person similarly situated in the ordinary course of its business for amending LC Agreements, for honoring drawings under letters of credit, and taking similar action in connection with letters of credit. If Restricted Borrowers have not reimbursed the applicable Issuing Lender for any payments made or to be paid upon demand therefor by the applicable Issuing Lender, the applicable Issuing Lender shall promptly notify Administrative Agent, who is hereby irrevocably authorized to fund such reimbursement obligations as a Base Rate Borrowing under the Revolver Facility to the extent of availability under the Revolver Facility and if the conditions precedent in this Agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfied. The proceeds of such Borrowing under the Revolver Facility shall be advanced directly to the applicable Issuing Lender in payment of Restricted Borrowers' unpaid reimbursement obligation. If for any reason, funds cannot be advanced under the Revolver Facility, then Restricted Borrowers' reimbursement obligation shall continue to be due and payable. Restricted Borrowers' obligations under this Section 2.3(c) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which any Restricted Borrower may have at any time against Administrative Agent or any other Person. From the date that the applicable Issuing Lender makes a payment under an LC until the related reimbursement obligation of the Restricted Borrowers is paid or funded by proceeds of a Borrowing, unpaid reimbursement obligations shall accrue interest at the Default Rate, which accrued interest shall be payable on demand.
