Reimbursement Obligations of the Borrower. (i) The Borrower shall be obligated (whether from Collections, funds in the Letter of Credit Collateral Account or other sources of funds, including Borrowings hereunder) to reimburse, in same day funds, in Dollars, the Issuing Lender for the amount of any L/C Advance and any taxes and any reasonable fees, charges or other costs or expenses incurred by the Issuing Lender in connection with the related Letter of Credit (collectively, the “L/C Amounts”). Upon the making of any L/C Advance pursuant to any drawing or demand for payment under a Letter of Credit, the Issuing Lender shall withdraw funds from the Letter of Credit Collateral Account in an amount equal to the L/C Amounts resulting from such drawing or demand (or if the balance of funds on deposit in such account at such time is less than such L/C Amounts, such lesser amount) and apply the amount so withdrawn against the L/C Obligations resulting from such L/C Advance. (ii) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Credit, the Issuing Lender shall promptly notify each Lender, the Administrative Agent and the Borrower of the date and amount thereof (such notice hereinafter referred to as a “Notice of L/C Draw”). Each Notice of L/C Draw shall set forth the amount of the requested drawing or demand, the amount of funds then on deposit in the Letter of Credit Collateral Account, and the amount of any unreimbursed L/C Amount that will remain after the Issuing Lender withdraws funds from the Letter of Credit Collateral Account pursuant to Section 2.8(e)(i) (such amounts, the “Unreimbursed L/C Amount”). Within one Business Day of receipt of a Notice of L/C Draw which includes an Unreimbursed L/C Amount, the Borrower shall notify the Issuing Lender if the Borrower intends to reimburse the Issuing Lender for such Unreimbursed L/C Amount from other sources or funds, and the Issuing Lender shall promptly notify the Administrative Agent and each Lender of Borrower’s intent to reimburse the Issuing Lender for such Unreimbursed L/C Amount from other sources or funds (such notice hereinafter referred to as a “Notice of Borrower Reimbursement”). Within two Business Days of receipt of a Notice of L/C Draw, unless the Lenders receive a Notice of Borrower Reimbursement for such drawing that the Borrower intends to reimburse the Issuing Lender for such Unreimbursed L/C Amount, each Lender will be deemed to have received a timely Borrowing Request that such Lender make a Loan on such date in the amount of such Lender’s Pro Rata Share of the Unreimbursed L/C Amount, and the Lenders shall make such requested Borrowing, the proceeds of which shall be applied to reimburse the Issuing Lender for the Unreimbursed L/C Amount. Each Lender acknowledges and agrees that its obligation to fund a Loan in accordance with this Section 2.17(e) to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Sections 2.01, 2.02 or 3.02. If the Borrower has elected to pay the Unreimbursed L/C Amount with funds from other sources and shall fail to reimburse the Issuing Lender as provided above, (i) such Unreimbursed L/C Amount shall bear interest at the rate which would be payable on the Principal Balance of any Tranche which was then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full and (ii), the Issuing Lender may, in its sole discretion, request that the Lenders make a Loan of such Unreimbursed L/C Amount and each Lender will be deemed to have received a timely Borrowing Request that such Lender make a Loan on the date of such request in the amount of such Lender’s Pro Rata Share of such Unreimbursed L/C Amount, and the Conduit Lenders may, or, if the related Conduit Lender opts not to make such Loan or there is no Conduit Lender with respect to a Lender Group, the Committed Lenders shall make such requested Loan, the proceeds of which shall be applied to reimburse the Issuing Lender for such Unreimbursed L/C Amount.
Appears in 1 contract
Reimbursement Obligations of the Borrower. (i) The If any draft is paid under any Letter of Credit, the Borrower shall be obligated (whether from Collections, funds in reimburse the Letter of Credit Collateral Account or other sources of funds, including Borrowings hereunder) to reimburse, in same day funds, in Dollars, the applicable Issuing Lender for the amount of (a) the draft so paid and (b) any L/C Advance and any taxes and any reasonable taxes, fees, charges or other costs or expenses incurred by the such Issuing Lender in connection with such payment, not later than 12:00 Noon, New York City time, on (i) the related Letter Business Day that the Borrower receives notice of Credit such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (collectivelyii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice (each such date, an “L/C AmountsHonor Date”). Upon Each such payment shall be made to the making applicable Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such amounts (except to the extent deemed converted to a Revolving Loan as provided below) from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 3.4(b) and (y) thereafter, Section 3.4(c). If the Borrower fails to so reimburse any L/C Advance pursuant to any drawing or demand for payment under a Letter of CreditIssuing Lender by the Honor Date, the Issuing Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing and the amount of such Revolving Xxxxxx’s Revolving Percentage thereof. In such event, the Borrower shall withdraw funds from be deemed to have requested a Revolving Loan of ABR Loans to be disbursed on the Letter of Credit Collateral Account Honor Date in an amount equal to the L/C Amounts resulting from such drawing or demand (or if unreimbursed drawing, without regard to the balance minimums and multiples specified in Section 2.2 for the principal amount of funds on deposit in such account at such time is less than such L/C AmountsABR Loans, such lesser amount) and apply the amount so withdrawn against the L/C Obligations resulting from such L/C Advance.
(ii) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Credit, the Issuing Lender shall promptly notify each Lender, the Administrative Agent and the Borrower of the date and amount thereof (such notice hereinafter referred but subject to as a “Notice of L/C Draw”). Each Notice of L/C Draw shall set forth the amount of the requested drawing or demand, the amount of funds then on deposit in the Letter of Credit Collateral Account, and the amount of any unreimbursed L/C Amount that will remain after the Issuing Lender withdraws funds from the Letter of Credit Collateral Account pursuant to Section 2.8(e)(i) (such amounts, the “Unreimbursed L/C Amount”). Within one Business Day of receipt of a Notice of L/C Draw which includes an Unreimbursed L/C Amount, the Borrower shall notify the Issuing Lender if the Borrower intends to reimburse the Issuing Lender for such Unreimbursed L/C Amount from other sources or funds, and the Issuing Lender shall promptly notify the Administrative Agent and each Lender of Borrower’s intent to reimburse the Issuing Lender for such Unreimbursed L/C Amount from other sources or funds (such notice hereinafter referred to as a “Notice of Borrower Reimbursement”). Within two Business Days of receipt of a Notice of L/C Draw, unless the Lenders receive a Notice of Borrower Reimbursement for such drawing that the Borrower intends to reimburse the Issuing Lender for such Unreimbursed L/C Amount, each Lender will be deemed to have received a timely Borrowing Request that such Lender make a Loan on such date in the amount of such Lender’s Pro Rata Share unutilized portion of the Unreimbursed L/C Amount, aggregate Available Revolving Commitment and the Lenders shall make such requested Borrowing, the proceeds of which shall be applied to reimburse the Issuing Lender for the Unreimbursed L/C Amount. Each Lender acknowledges and agrees that its obligation to fund a Loan in accordance with this Section 2.17(e) to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Sections 2.01Section 5.2 (other than delivery of a notice of borrowing); provided, 2.02 or 3.02. If that if the conditions set forth in Section 5.2 are not satisfied at such time, then no Revolving Loan shall be deemed requested and the Borrower has elected to pay the Unreimbursed L/C Amount with funds shall not be relieved from other sources and shall fail to reimburse the Issuing Lender as provided above, (i) such Unreimbursed L/C Amount shall bear interest at the rate which would be payable on the Principal Balance of any Tranche which was then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full and (ii), the Issuing Lender may, in its sole discretion, request that the Lenders make a Loan of such Unreimbursed L/C Amount and each Lender will be deemed to have received a timely Borrowing Request that such Lender make a Loan on the date of such request in the amount of such Lender’s Pro Rata Share of such Unreimbursed L/C Amount, and the Conduit Lenders may, or, if the related Conduit Lender opts not to make such Loan or there is no Conduit Lender with respect to a Lender Group, the Committed Lenders shall make such requested Loan, the proceeds of which shall be applied to reimburse the Issuing Lender for such Unreimbursed L/C AmountReimbursement Obligations.
Appears in 1 contract
Reimbursement Obligations of the Borrower. (i) The Upon the making of any LC Advance, the Borrower shall be obligated (whether from Collections, funds in the Letter of Credit Collateral Account or other sources of or funds, including Borrowings hereunder) to reimburse, in same day funds, in DollarsU.S. dollars, the Issuing Lender LC Issuer for the amount of any L/C LC Advance and any taxes and any reasonable fees, charges or other costs or expenses incurred by the Issuing Lender LC Issuer in connection with the related Letter of Credit (collectively, the “L/C LC Amounts”). Upon the making of any L/C Advance pursuant to any drawing or demand for payment under a Letter of CreditLC Advance, the Issuing Lender LC Issuer shall withdraw funds from the Letter of Credit Collateral Account (if any) in an amount equal to the L/C LC Amounts resulting from such drawing or demand LC Advance (or if the balance of funds on deposit in such account at such time is less than such L/C LC Amounts, such lesser amount) and apply the amount so withdrawn against the L/C Obligations LC Amounts resulting from such L/C LC Advance. If the reimbursement obligation as to the LC Amounts is not satisfied by withdrawal of funds on deposit in the Letter of Credit Collateral Account, the Borrower shall reimburse such amounts by obtaining Loans pursuant to Section 1.6(d)(ii) below.
(ii) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Credit, the Issuing Lender LC Issuer shall promptly notify each Lender, the Administrative Agent and the Borrower of the date and amount thereof (such notice hereinafter referred to as a “Notice of L/C LC Draw”). Each Notice of L/C LC Draw shall set forth the amount of the requested drawing or demand, the amount of funds then on deposit in the Letter of Credit Collateral Account, and the amount of any unreimbursed L/C LC Amount that will remain after the Issuing Lender LC Issuer withdraws funds from the Letter of Credit Collateral Account pursuant to Section 2.8(e)(i1.6(d)(i) (such amountsamount, the “Unreimbursed L/C LC Amount”). Within one Business Day of receipt of a Notice of L/C Draw which includes an The Borrower shall be obligated to immediately reimburse the LC Issuer for such Unreimbursed L/C Amount, LC Amount from other sources or funds. If the Borrower shall notify the Issuing Lender if the Borrower intends not have satisfied its obligation to reimburse the Issuing Lender LC Issuer for such the Unreimbursed L/C LC Amount from other sources or funds, and the Issuing Lender LC Issuer shall promptly notify the Administrative Agent and each Lender of Borrower’s intent to such non-payment and the Lenders shall reimburse the Issuing Lender LC Issuer for such its Percentage of the Unreimbursed L/C LC Amount from other sources or funds (such notice hereinafter referred to as a “Notice of Borrower ReimbursementLender Reimbursement Payment”). Within two Business Days of receipt of a Notice of L/C Draw, unless whereupon the Lenders receive a Notice of Borrower Reimbursement for such drawing that the Borrower intends to reimburse the Issuing Lender for such Unreimbursed L/C Amount, Agent and each Lender will be deemed to have received a timely Borrowing Request that such Lender the Lenders make a Loan on such date in the amount of the Unreimbursed LC Amount. If any Lender so notified fails to make available to the LC Issuer the amount of such Lender’s Pro Rata Share Lender Reimbursement Payment by 2:00 p.m. (Pittsburgh, Pennsylvania time) on the date of the applicable LC Advance under the applicable Letter of Credit (the “Drawing Date”), then the Lender shall pay to the LC Issuer interest with respect to such Lender’s obligation to make such Lender Reimbursement Payment, from the Drawing Date to the date on which such Lender makes such payment at a rate per annum equal to (i) the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) the Alternate Base Rate on and after the fourth day following the Drawing Date. If any Lender makes any such Lender Reimbursement Payment to reimburse the LC Issuer for the Unreimbursed L/C AmountLC Amount pursuant to the foregoing sentence, the amounts payable pursuant to the then outstanding reimbursement obligations owed by the Borrower to the LC Issuer shall be paid to such Lender to reimburse such Lender for its Lender Reimbursement Payment made to the LC Issuer. If the Borrower is obligated to reimburse the LC Issuer for an Unreimbursed LC Amount from other sources or funds as provided above, and the Lenders Borrower shall make such requested Borrowing, the proceeds of which shall be applied fail to reimburse the Issuing LC Issuer for such Unreimbursed LC Amount in full or a Lender for Reimbursement Payment is made by any Lender, such Unreimbursed LC Amount and/or Lender Reimbursement Payment, as applicable, shall bear interest at the Unreimbursed L/C AmountDefault Rate until payment in full. Each Lender acknowledges and agrees that its obligation to fund make a Loan Lender Reimbursement Payment in accordance with this Section 2.17(e1.6(d)(ii) to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Sections 2.011.1, 2.02 1.2 or 3.02. If the Borrower has elected to pay the Unreimbursed L/C Amount with funds from other sources and shall fail to reimburse the Issuing Lender as provided above, (i) such Unreimbursed L/C Amount shall bear interest at the rate which would be payable on the Principal Balance of any Tranche which was then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full and (ii), the Issuing Lender may, in its sole discretion, request that the Lenders make a Loan of such Unreimbursed L/C Amount and each Lender will be deemed to have received a timely Borrowing Request that such Lender make a Loan on the date of such request in the amount of such Lender’s Pro Rata Share of such Unreimbursed L/C Amount, and the Conduit Lenders may, or, if the related Conduit Lender opts not to make such Loan or there is no Conduit Lender with respect to a Lender Group, the Committed Lenders shall make such requested Loan, the proceeds of which shall be applied to reimburse the Issuing Lender for such Unreimbursed L/C Amount6.2.
Appears in 1 contract
Reimbursement Obligations of the Borrower. (i) The Borrower shall be obligated (whether from Collections, funds in In the event of any drawing under any Fronted Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Collateral Account Loan as provided for in this Section or with funds from other sources of funds, including Borrowings hereunder) to reimbursesources), in same day funds, in Dollars, the Issuing Lender for Fronting Bank on each date on which the amount of any L/C Advance and any taxes and any reasonable fees, charges or other costs or expenses incurred by Fronting Bank notifies the Issuing Lender in connection with the related Letter of Credit (collectively, the “L/C Amounts”). Upon the making of any L/C Advance pursuant to any drawing or demand for payment under a Letter of Credit, the Issuing Lender shall withdraw funds from the Letter of Credit Collateral Account in an amount equal to the L/C Amounts resulting from such drawing or demand (or if the balance of funds on deposit in such account at such time is less than such L/C Amounts, such lesser amount) and apply the amount so withdrawn against the L/C Obligations resulting from such L/C Advance.
(ii) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Credit, the Issuing Lender shall promptly notify each Lender, the Administrative Agent and the Borrower Borrowers of the date and amount thereof (such notice hereinafter referred to as of a “Notice draft paid under any Fronted Letter of L/C Draw”). Each Notice of L/C Draw shall set forth Credit for the amount of (a) such draft so paid plus (b) any amounts referred to in Section 3.4(b) incurred by the requested drawing or demandFronting Bank in connection with such payment. Unless the Company, on behalf of the amount of funds then on deposit in the Letter of Credit Collateral AccountBorrowers, and the amount of any unreimbursed L/C Amount that will remain after the Issuing Lender withdraws funds from the Letter of Credit Collateral Account pursuant to Section 2.8(e)(i) (such amounts, the “Unreimbursed L/C Amount”). Within one Business Day of receipt of a Notice of L/C Draw which includes an Unreimbursed L/C Amount, the Borrower shall immediately notify the Issuing Lender if Fronting Bank that the Borrower intends Borrowers intend to reimburse the Issuing Lender Fronting Bank for such Unreimbursed L/C Amount drawing from other sources or funds, and the Issuing Lender Borrowers shall promptly notify the Administrative Agent and each Lender of Borrower’s intent to reimburse the Issuing Lender for such Unreimbursed L/C Amount from other sources or funds (such notice hereinafter referred to as a “Notice of Borrower Reimbursement”). Within two Business Days of receipt of a Notice of L/C Draw, unless the Lenders receive a Notice of Borrower Reimbursement for such drawing that the Borrower intends to reimburse the Issuing Lender for such Unreimbursed L/C Amount, each Lender will be deemed to have received timely given a timely Notice of Borrowing Request to the Administrative Agent requesting that such Lender the Lenders make a Revolving Credit Loan bearing interest at the CD Rate on such date in the amount of (a) such Lender’s Pro Rata Share of draft so paid plus (b) any amounts referred to in Section 3.4(b) incurred by the Unreimbursed L/C AmountFronting Bank in connection with such payment, and the Lenders shall make a Revolving Credit Loan bearing interest at the CD Rate in such requested Borrowingamount, the proceeds of which shall be applied to reimburse the Issuing Lender Fronting Bank for the Unreimbursed L/C Amountamount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 2.17(e) to reimburse the Issuing Lender Fronting Bank for any draft paid under a Fronted Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Sections 2.01, 2.02 Section 2.3(a) or 3.02. Article V. If the Borrower has Borrowers have elected to pay the Unreimbursed L/C Amount amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Lender Fronting Bank as provided above, (i) the unreimbursed amount of such Unreimbursed L/C Amount drawing shall bear interest at the rate which would be payable on the Principal Balance of any Tranche outstanding CD Rate Loans which was were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full and (ii), the Issuing Lender may, in its sole discretion, request that the Lenders make a Loan of such Unreimbursed L/C Amount and each Lender will be deemed to have received a timely Borrowing Request that such Lender make a Loan on the date of such request in the amount of such Lender’s Pro Rata Share of such Unreimbursed L/C Amount, and the Conduit Lenders may, or, if the related Conduit Lender opts not to make such Loan or there is no Conduit Lender with respect to a Lender Group, the Committed Lenders shall make such requested Loan, the proceeds of which shall be applied to reimburse the Issuing Lender for such Unreimbursed L/C Amountfull.
Appears in 1 contract
Reimbursement Obligations of the Borrower. (i) The Upon the making of any LC Advance, the Borrower shall be obligated (whether from Collections, funds in the Letter of Credit Collateral Account or other sources of or funds, including Borrowings hereunder) to reimburse, in same day funds, in DollarsU.S. dollars, the Issuing Lender LC Issuer for the amount of any L/C LC Advance and any taxes and any reasonable fees, charges or other costs or expenses incurred by the Issuing Lender LC Issuer in connection with the related Letter of Credit (collectively, the “L/C LC Amounts”). Upon the making of any L/C Advance pursuant to any drawing or demand for payment under a Letter of CreditLC Advance, the Issuing Lender LC Issuer shall withdraw funds from the Letter of Credit Collateral Account (if any) in an amount equal to the L/C LC Amounts resulting from such drawing or demand LC Advance (or if the balance of funds on deposit in such account at such time is less than such L/C LC Amounts, such lesser amount) and apply the amount so withdrawn against the L/C Obligations LC Amounts resulting from such L/C LC Advance. If the reimbursement obligation as to the LC Amounts is not satisfied by withdrawal of funds on deposit in the Letter of Credit Collateral Account, the Borrower shall reimburse such amounts by obtaining Loans pursuant to Section 1.6(d)(ii) below.
(ii) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Credit, the Issuing Lender LC Issuer shall promptly notify each Lender, the Administrative Agent and the Borrower of the date and amount thereof (such notice hereinafter referred to as a “Notice of L/C LC Draw”). Each Notice of L/C LC Draw shall set forth the amount of the requested drawing or demand, the amount of funds then on deposit in the Letter of Credit Collateral Account, and the amount of any unreimbursed L/C LC Amount that will remain after the Issuing Lender LC Issuer withdraws funds from the Letter of Credit Collateral Account pursuant to Section 2.8(e)(i1.6(d)(i) (such amountsamount, the “Unreimbursed L/C LC Amount”). Within one Business Day of receipt of a Notice of L/C Draw which includes an The Borrower shall be obligated to immediately reimburse the LC Issuer for such Unreimbursed L/C Amount, LC Amount from other sources or funds. If the Borrower shall notify the Issuing Lender if the Borrower intends not have satisfied its obligation to reimburse the Issuing Lender LC Issuer for such the Unreimbursed L/C LC Amount from other sources or funds, and the Issuing Lender LC Issuer shall promptly notify the Administrative Agent and each Lender of Borrower’s intent to such non-payment and the Committed 741012885 21673258 Lenders shall reimburse the Issuing Lender LC Issuer for such its Percentage of the Unreimbursed L/C LC Amount from other sources or funds (such notice hereinafter referred to as a “Notice of Borrower ReimbursementLender Reimbursement Payment”). Within two Business Days of receipt of a Notice of L/C Draw, unless whereupon the Lenders receive a Notice of Borrower Reimbursement for such drawing that the Borrower intends to reimburse the Issuing Lender for such Unreimbursed L/C Amount, Administrative Agent and each Lender will be deemed to have received a timely Borrowing Request that such Lender the Lenders make a Loan on such date in the amount of the Unreimbursed LC Amount. If any Committed Lender so notified fails to make available to the LC Issuer the amount of such Committed Lender’s Pro Rata Share Lender Reimbursement Payment by 2:00 p.m. (New York City time) on the date of the applicable LC Advance under the applicable Letter of Credit (the “Drawing Date”), then the Committed Lender shall pay to the LC Issuer interest with respect to such Committed Lender’s obligation to make such Lender Reimbursement Payment, from the Drawing Date to the date on which such Committed Lender makes such payment at a rate per annum equal to (i) the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) the Alternate Base Rate on and after the fourth day following the Drawing Date. If any Lender makes any such Lender Reimbursement Payment to reimburse the LC Issuer for the Unreimbursed L/C AmountLC Amount pursuant to the foregoing sentence, the amounts payable pursuant to the then outstanding reimbursement obligations owed by the Borrower to the LC Issuer shall be paid to such Lender to reimburse such Lender for its Lender Reimbursement Payment made to the LC Issuer. If the Borrower is obligated to reimburse the LC Issuer for an Unreimbursed LC Amount from other sources or funds as provided above, and the Lenders Borrower shall make such requested Borrowing, the proceeds of which shall be applied fail to reimburse the Issuing LC Issuer for such Unreimbursed LC Amount in full or a Lender for Reimbursement Payment is made by any Lender, such Unreimbursed LC Amount and/or Lender Reimbursement Payment, as applicable, shall bear interest at the Unreimbursed L/C AmountDefault Rate until payment in full. Each Committed Lender acknowledges and agrees that its obligation to fund make a Loan Lender Reimbursement Payment in accordance with this Section 2.17(e1.6(d)(ii) to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Sections 2.011.1, 2.02 1.2 or 3.02. If the Borrower has elected to pay the Unreimbursed L/C Amount with funds from other sources and shall fail to reimburse the Issuing Lender as provided above, (i) such Unreimbursed L/C Amount shall bear interest at the rate which would be payable on the Principal Balance of any Tranche which was then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full and (ii), the Issuing Lender may, in its sole discretion, request that the Lenders make a Loan of such Unreimbursed L/C Amount and each Lender will be deemed to have received a timely Borrowing Request that such Lender make a Loan on the date of such request in the amount of such Lender’s Pro Rata Share of such Unreimbursed L/C Amount, and the Conduit Lenders may, or, if the related Conduit Lender opts not to make such Loan or there is no Conduit Lender with respect to a Lender Group, the Committed Lenders shall make such requested Loan, the proceeds of which shall be applied to reimburse the Issuing Lender for such Unreimbursed L/C Amount6.2.
Appears in 1 contract
Reimbursement Obligations of the Borrower. (i) The Borrower shall be obligated (whether from Collections, funds in the Letter of Credit Collateral Account or other sources of funds, including Borrowings hereunder) to reimburse, in same day funds, in Dollars, the Issuing Lender for the amount of any L/C Advance and any taxes and any reasonable fees, charges or other costs or expenses incurred by the Issuing Lender in connection with the related Letter of Credit (collectively, the “L/C Amounts”). Upon the making of any L/C Advance pursuant to any drawing or demand for payment under a Letter of Credit, the Issuing Lender shall withdraw funds from the Letter of Credit Collateral Account in an amount equal to the L/C Amounts resulting from such drawing or demand (or if the balance of funds on deposit in such account at such time is less than such L/C Amounts, such lesser amount) and apply the amount so withdrawn against the L/C Obligations resulting from such L/C Advance.
(ii) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Credit, the Issuing Lender shall promptly notify each Lender, the Administrative Agent and the Borrower of the date and amount thereof (such notice hereinafter referred to as a “Notice of L/C Draw”). Each Notice of L/C Draw shall set forth the amount of the requested drawing or demand, the amount of funds then on deposit in the Letter of Credit Collateral Account, and the amount of any unreimbursed L/C Amount that will remain after the Issuing Lender withdraws funds from the Letter of Credit Collateral Account pursuant to Section 2.8(e)(i) (such amounts, the “Unreimbursed L/C Amount”). Within one Business Day of receipt of a Notice of L/C Draw which includes an Unreimbursed L/C Amount, the Borrower shall notify the Issuing Lender if the Borrower intends to reimburse the Issuing Lender for such Unreimbursed L/C Amount from other sources or funds, and the Issuing Lender shall promptly notify the Administrative Agent and the Borrowers of the date and amount thereof. The responsibility of the Issuing Lender to the Borrowers in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit. Each Lender and the Borrowers agree that the responsibility of the Issuing Lender to the Borrowers in connection with any amount presented for payment under any Letter of Credit issued on behalf of the Borrowers shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered by or on behalf of the beneficiary under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit. In addition, each Lender and the Borrowers agree that, in paying any drawing or demand for payment under any Letter of Borrower’s intent Credit, the Issuing Lender shall not have any responsibility to inquire as to the validity or accuracy of any document presented in connection with such drawing or demand for payment or the authority of the Person executing or delivering the same. The Borrowers agree to reimburse the Issuing Lender through the Administrative Agent on the third Business Day following the receipt of such notice for the amount of (1) such Unreimbursed L/C Amount from amount so paid and (2) any Taxes and any reasonable fees, charges or other sources costs or expenses incurred by the Issuing Lender in connection therewith at the Administrative Agent’s address for notices specified herein in Dollars and in immediately available funds (such notice hereinafter referred to as a amount that has not been reimbursed by the Borrowers being, the “Notice of Borrower ReimbursementUnreimbursed Amount”). Within two Business Days ; provided that, for any Cash Collateralized Letter of receipt of a Notice of L/C Draw, unless the Lenders receive a Notice of Borrower Reimbursement for such drawing that the Borrower intends to reimburse the Issuing Lender for such Unreimbursed L/C Amount, each Lender will be deemed to have received a timely Borrowing Request that such Lender make a Loan on such date in the amount of such Lender’s Pro Rata Share of the Unreimbursed L/C Amount, and the Lenders shall make such requested BorrowingCredit, the proceeds of which shall Borrowers may request such reimbursement to be applied made with the Cash Collateral posted with respect to reimburse the Issuing Lender for the Unreimbursed L/C Amount. Each Lender acknowledges and agrees that its obligation to fund a Loan in accordance with this Section 2.17(e) to reimburse the Issuing Lender for any draft paid under a such Cash Collateralized Letter of Credit is absolute and unconditional and Credit.
(ii) Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Sections 2.01, 2.02 or 3.02. If the Borrower has elected to pay the Unreimbursed L/C Amount with funds from other sources and shall fail to reimburse the Issuing Lender as provided above, (i) such Unreimbursed L/C Amount shall bear interest at the rate which would be payable on the Principal Balance of any Tranche which was then overdue and all Unreimbursed Amounts from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full (either in cash or upon the making of a Term Loan) at the rate per annum equal to the ABR Default Rate.
(iii) Each drawing under any Letter of Credit that is not timely reimbursed by the Borrowers pursuant to Section 2.3(d)(i) shall (unless an event of the type described in Section 7.1(g) shall have occurred and (ii), be continuing with respect to the Issuing Lender mayBorrowers, in its sole discretion, request that which case the Lenders make a Loan of such Unreimbursed procedures specified in Section 2.3(b) for funding by L/C Participants shall apply) constitute a request by the Borrowers to the Administrative Agent for a borrowing pursuant to Section 2.2 of a Term Loan in the amount equal to the Unreimbursed Amount and each Lender will of such Letter of Credit. The Borrowing Date with respect to such borrowing shall be deemed to have received a timely Borrowing Request that such Lender make a Loan on the date of such request in the amount of such Lender’s Pro Rata Share of such Unreimbursed L/C Amount, and the Conduit Lenders may, or, if the related Conduit Lender opts not to make such Loan or there is no Conduit Lender with respect to a Lender Group, the Committed Lenders shall make such requested Loan, the proceeds of which shall be applied to reimburse the Issuing Lender for such Unreimbursed L/C Amountdrawing.
Appears in 1 contract
Reimbursement Obligations of the Borrower. (i) The Borrower shall be obligated (whether from Collections, funds in the Letter of Credit Collateral Account or other sources of funds, including Borrowings hereunder) to reimburse, in same day funds, in Dollars, the If an Issuing Lender for the amount shall make any LC Disbursement in respect of any L/C Advance and any taxes and any reasonable fees, charges or other costs or expenses incurred by the Issuing Lender in connection with the related Letter of Credit (collectively, the “L/C Amounts”). Upon the making of any L/C Advance pursuant to any drawing or demand for payment under a Letter of Credit, the Issuing Lender Borrower shall withdraw funds from reimburse such LC Disbursement by paying to the Letter of Credit Collateral Account in Agent an amount in Dollars equal to such LC Disbursement (or, in the L/C Amounts resulting from such drawing or demand (or if the balance case of funds on deposit an LC Disbursement in such account at such time is less than such L/C Amounts, such lesser amount) and apply the amount so withdrawn against the L/C Obligations resulting from such L/C Advance.
(ii) Upon receipt from the beneficiary of any Letter of Credit of any notice in respect of a drawing or demand for payment under such Euro Letter of Credit, the Issuing Dollar Equivalent thereof) not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, 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 day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.04(a) that such payment be financed with an ABR Borrowing 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 resulting ABR Borrowing. If the Borrower fails to make such payment when due, the Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Revolving Credit Commitment Percentage thereof. Promptly following receipt of such notice, each Lender shall promptly notify each Lender, pay to the Administrative Agent and the Borrower its Revolving Credit Commitment Percentage of the date payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Revolving Credit Loans made by such Lender (and amount thereof (such notice hereinafter referred Section 2.05 shall apply, mutatis mutandis, to as a “Notice of L/C Draw”). Each Notice of L/C Draw shall set forth the amount payment obligations of the requested drawing or demand, the amount of funds then on deposit in the Letter of Credit Collateral AccountLenders), and the amount Agent shall promptly pay to such Issuing Lender the amounts so received by it from the Lenders. Promptly following receipt by the Agent of any unreimbursed L/C Amount that will remain after payment from the Borrower pursuant to this paragraph, the Agent shall distribute such payment to such Issuing Lender withdraws funds from or, to the Letter of Credit Collateral Account extent that Lenders have made payments pursuant to Section 2.8(e)(i) (this paragraph to reimburse such amountsIssuing Lender, the “Unreimbursed L/C Amount”). Within one Business Day of receipt of a Notice of L/C Draw which includes an Unreimbursed L/C Amount, the Borrower shall notify the then to such Lenders and such Issuing Lender if the Borrower intends as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Lender for such Unreimbursed L/C Amount from other sources or funds, and the Issuing Lender shall promptly notify the Administrative Agent and each Lender of Borrower’s intent to reimburse the Issuing Lender for such Unreimbursed L/C Amount from other sources or funds (such notice hereinafter referred to as a “Notice of Borrower Reimbursement”). Within two Business Days of receipt of a Notice of L/C Draw, unless the Lenders receive a Notice of Borrower Reimbursement for such drawing that the Borrower intends to reimburse the Issuing Lender for such Unreimbursed L/C Amount, each Lender will be deemed to have received a timely Borrowing Request that such Lender make a Loan on such date in the amount of such Lender’s Pro Rata Share of the Unreimbursed L/C Amount, and the Lenders shall make such requested Borrowing, the proceeds of which shall be applied to reimburse the Issuing Lender for the Unreimbursed L/C Amount. Each Lender acknowledges and agrees that its obligation to fund a Loan in accordance with this Section 2.17(e) to reimburse the an Issuing Lender for any draft paid under LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Letter of Revolving Credit is absolute and unconditional Loan and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Sections 2.01, 2.02 or 3.02. If relieve the Borrower has elected to pay the Unreimbursed L/C Amount with funds from other sources and shall fail of its obligation to reimburse the Issuing Lender as provided above, (i) such Unreimbursed L/C Amount shall bear interest at the rate which would be payable on the Principal Balance of any Tranche which was then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full and (ii), the Issuing Lender may, in its sole discretion, request that the Lenders make a Loan of such Unreimbursed L/C Amount and each Lender will be deemed to have received a timely Borrowing Request that such Lender make a Loan on the date of such request in the amount of such Lender’s Pro Rata Share of such Unreimbursed L/C Amount, and the Conduit Lenders may, or, if the related Conduit Lender opts not to make such Loan or there is no Conduit Lender with respect to a Lender Group, the Committed Lenders shall make such requested Loan, the proceeds of which shall be applied to reimburse the Issuing Lender for such Unreimbursed L/C AmountLC Disbursement.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Tower International, Inc.)
Reimbursement Obligations of the Borrower. (i) The If any draft is paid under any Letter of Credit, the Borrower shall be obligated (whether from Collections, funds in reimburse the Letter of Credit Collateral Account or other sources of funds, including Borrowings hereunder) to reimburse, in same day funds, in Dollars, the applicable Issuing Lender for the amount of (a) the draft so paid and (b) any L/C Advance and any taxes and any reasonable taxes, fees, charges or other costs or expenses incurred by the such Issuing Lender in connection with such payment, not later than 12:00 Noon, New York City time, on (i) the related Letter Business Day that the Borrower receives notice of Credit such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (collectivelyii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice (each such date, an “L/C AmountsHonor Date”). Upon Each such payment shall be made to the making applicable Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such amounts (except to the extent deemed converted to a Revolving Loan as provided below) from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 3.4(b) and (y) thereafter, Section 3.4(c). If the Borrower fails to so reimburse any L/C Advance pursuant to any drawing or demand for payment under a Letter of CreditIssuing Lender by the Honor Date, the Issuing Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing and the amount of such Revolving Lender’s Revolving Percentage thereof. In such event, the Borrower shall withdraw funds from be deemed to have requested a Revolving Loan of ABR Loans to be disbursed on the Letter of Credit Collateral Account Honor Date in an amount equal to the L/C Amounts resulting from such drawing or demand (or if unreimbursed drawing, without regard to the balance minimums and multiples specified in Section 2.2 for the principal amount of funds on deposit in such account at such time is less than such L/C AmountsABR Loans, such lesser amount) and apply the amount so withdrawn against the L/C Obligations resulting from such L/C Advance.
(ii) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Credit, the Issuing Lender shall promptly notify each Lender, the Administrative Agent and the Borrower of the date and amount thereof (such notice hereinafter referred but subject to as a “Notice of L/C Draw”). Each Notice of L/C Draw shall set forth the amount of the requested drawing or demand, the amount of funds then on deposit in the Letter of Credit Collateral Account, and the amount of any unreimbursed L/C Amount that will remain after the Issuing Lender withdraws funds from the Letter of Credit Collateral Account pursuant to Section 2.8(e)(i) (such amounts, the “Unreimbursed L/C Amount”). Within one Business Day of receipt of a Notice of L/C Draw which includes an Unreimbursed L/C Amount, the Borrower shall notify the Issuing Lender if the Borrower intends to reimburse the Issuing Lender for such Unreimbursed L/C Amount from other sources or funds, and the Issuing Lender shall promptly notify the Administrative Agent and each Lender of Borrower’s intent to reimburse the Issuing Lender for such Unreimbursed L/C Amount from other sources or funds (such notice hereinafter referred to as a “Notice of Borrower Reimbursement”). Within two Business Days of receipt of a Notice of L/C Draw, unless the Lenders receive a Notice of Borrower Reimbursement for such drawing that the Borrower intends to reimburse the Issuing Lender for such Unreimbursed L/C Amount, each Lender will be deemed to have received a timely Borrowing Request that such Lender make a Loan on such date in the amount of such Lender’s Pro Rata Share unutilized portion of the Unreimbursed L/C Amount, aggregate Available Revolving Commitment and the Lenders shall make such requested Borrowing, the proceeds of which shall be applied to reimburse the Issuing Lender for the Unreimbursed L/C Amount. Each Lender acknowledges and agrees that its obligation to fund a Loan in accordance with this Section 2.17(e) to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Sections 2.01Section 5.2 (other than delivery of a notice of borrowing); provided, 2.02 or 3.02. If that if the conditions set forth in Section 5.2 are not satisfied at such time, then no Revolving Loan shall be deemed requested and the Borrower has elected to pay the Unreimbursed L/C Amount with funds shall not be relieved from other sources and shall fail to reimburse the Issuing Lender as provided above, (i) such Unreimbursed L/C Amount shall bear interest at the rate which would be payable on the Principal Balance of any Tranche which was then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full and (ii), the Issuing Lender may, in its sole discretion, request that the Lenders make a Loan of such Unreimbursed L/C Amount and each Lender will be deemed to have received a timely Borrowing Request that such Lender make a Loan on the date of such request in the amount of such Lender’s Pro Rata Share of such Unreimbursed L/C Amount, and the Conduit Lenders may, or, if the related Conduit Lender opts not to make such Loan or there is no Conduit Lender with respect to a Lender Group, the Committed Lenders shall make such requested Loan, the proceeds of which shall be applied to reimburse the Issuing Lender for such Unreimbursed L/C Amount.Reimbursement Obligations.
Appears in 1 contract
Reimbursement Obligations of the Borrower. (i) The Borrower shall be obligated (whether from Collections, funds in the Letter of Credit Collateral Account or other sources of funds, including Borrowings hereunder) to reimburse, in same day funds, in Dollars, the Issuing Lender for the amount of any L/C Advance and any taxes and any reasonable fees, charges or other costs or expenses incurred by the Issuing Lender in connection with the related Letter of Credit (collectively, the “L/C Amounts”). Upon the making of any L/C Advance pursuant to any drawing or demand for payment under a Letter of Credit, the Issuing Lender shall withdraw funds from the Letter of Credit Collateral Account in an amount equal to the L/C Amounts resulting from such drawing or demand (or if the balance of funds on deposit in such account at such time is less than such L/C Amounts, such lesser amount) and apply the amount so withdrawn against the L/C Obligations resulting from such L/C Advance.
(ii) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Credit, the Issuing Lender applicable L/C Issuer shall notify the Borrower and Agent thereof. The Borrower (on behalf of itself or the applicable Restricted Subsidiary) agrees to pay (and cause the applicable Restricted Subsidiary to pay) to the L/C Issuer of any Letter of Credit, or to Agent for the benefit of such L/C Issuer, each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrower (or the applicable Restricted Subsidiary) receives notice from such L/C Issuer or from Agent that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Reimbursement Obligation is not repaid by the Borrower (or the applicable Restricted Subsidiary) as provided in this clause (v) (or any such payment by the Borrower (or the applicable Restricted Subsidiary) is rescinded or set aside for any reason), such L/C Issuer shall promptly notify Agent of such failure (and, upon receipt of such notice, Agent shall notify each Revolving Lender) and, the Administrative Agent and the Borrower irrespective of the date and amount thereof (whether such notice hereinafter referred to as a “Notice of is given, such L/C Draw”). Each Notice Reimbursement Obligation shall be deemed to be a request of Revolving Loans consisting of Base Rate Loans in an amount equal to such L/C Draw Reimbursement Obligation, and shall set forth be payable on demand by the Borrower (or the applicable Restricted Subsidiary) with, interest thereon computed, (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans (provided, no interest shall accrue with respect to the day upon which Borrower (or the applicable Restricted Subsidiary) receives notice of such L/C Reimbursement Obligation to the extent Borrower (or the applicable Restricted Subsidiary) makes payment to Agent or the L/C Issuer, as applicable, in respect of such L/C Reimbursement Obligation on the date the Borrower receives such notice) and (B) thereafter until payment in full, at the interest rate specified in Section 1.3(c) to past due Revolving Loans that are Base Rate Loans (regardless of whether or not an election is made under such Section). The Borrowing deemed to occur pursuant to this clause (v) shall be subject to the amount of the requested drawing or demand, the amount of funds then on deposit in the Letter of Credit Collateral Account, and the amount of any unreimbursed L/C Amount that will remain after the Issuing Lender withdraws funds from the Letter of Credit Collateral Account pursuant to Section 2.8(e)(i) (such amounts, the “Unreimbursed L/C Amount”). Within one Business Day of receipt of a Notice of L/C Draw which includes an Unreimbursed L/C Amount, the Borrower shall notify the Issuing Lender if the Borrower intends to reimburse the Issuing Lender for such Unreimbursed L/C Amount from other sources or funds, and the Issuing Lender shall promptly notify the Administrative Agent and each Lender of Borrower’s intent to reimburse the Issuing Lender for such Unreimbursed L/C Amount from other sources or funds (such notice hereinafter referred to as a “Notice of Borrower Reimbursement”). Within two Business Days of receipt of a Notice of L/C Draw, unless the Lenders receive a Notice of Borrower Reimbursement for such drawing that the Borrower intends to reimburse the Issuing Lender for such Unreimbursed L/C Amount, each Lender will be deemed to have received a timely Borrowing Request that such Lender make a Loan on such date in the amount of such Lender’s Pro Rata Share unutilized portion of the Unreimbursed L/C Amount, Revolving Loan Commitments and the Lenders shall make such requested Borrowing, the proceeds of which shall be applied to reimburse the Issuing Lender for the Unreimbursed L/C Amount. Each Lender acknowledges and agrees that its obligation to fund a Loan in accordance with this Section 2.17(e) to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Sections 2.01, 2.02 or 3.02Section 2.2 (other than the delivery of a Notice of Borrowing). If Any notice given by the Borrower has elected to pay the Unreimbursed applicable L/C Amount with funds from other sources and shall fail Issuer or Agent pursuant to reimburse the Issuing Lender as this clause (v) may be given by telephone if immediately confirmed in writing; provided above, (i) such Unreimbursed L/C Amount shall bear interest at the rate which would be payable on the Principal Balance of any Tranche which was then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full and (ii), the Issuing Lender may, in its sole discretion, request that the Lenders make a Loan lack of such Unreimbursed L/C Amount and each Lender will be deemed to have received a timely Borrowing Request that such Lender make a Loan on an immediate confirmation shall not affect the date conclusiveness or binding effect of such request in the amount of such Lender’s Pro Rata Share of such Unreimbursed L/C Amount, and the Conduit Lenders may, or, if the related Conduit Lender opts not to make such Loan or there is no Conduit Lender with respect to a Lender Group, the Committed Lenders shall make such requested Loan, the proceeds of which shall be applied to reimburse the Issuing Lender for such Unreimbursed L/C Amountnotice.
Appears in 1 contract
Samples: Credit Agreement (R1 RCM Inc.)
Reimbursement Obligations of the Borrower. (i) The Borrower shall be obligated (whether from Collections, funds in the Letter of Credit Collateral Account or other sources of funds, including Borrowings hereunder) to reimburse, in same day funds, in Dollars, the Issuing Lender for the amount of any L/C Advance and any taxes and any reasonable fees, charges or other costs or expenses incurred by the Issuing Lender in connection with the related Letter of Credit (collectively, the “L/C Amounts”). Upon the making of any L/C Advance pursuant to any drawing or demand for payment under a Letter of Credit, the Issuing Lender shall withdraw funds from the Letter of Credit Collateral Account in an amount equal to the L/C Amounts resulting from such drawing or demand (or if the balance of funds on deposit in such account at such time is less than such L/C Amounts, such lesser amount) and apply the amount so withdrawn against the L/C Obligations resulting from such L/C Advance.
(iia) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Credit, the Issuing Lender shall promptly notify each Lender, the Administrative Agent and the Borrower of the date and amount thereof (such notice hereinafter referred to as a “Notice of L/C Draw”). Each Notice of L/C Draw shall set forth the amount of the requested drawing or demand, the amount of funds then on deposit in the Letter of Credit Collateral Account, and the amount of any unreimbursed L/C Amount that will remain after the Issuing Lender withdraws funds from the Letter of Credit Collateral Account pursuant to Section 2.8(e)(i) (such amounts, the “Unreimbursed L/C Amount”). Within one Business Day of receipt of a Notice of L/C Draw which includes an Unreimbursed L/C Amount, the Borrower shall notify the Issuing Lender if the Borrower intends to reimburse the Issuing Lender for such Unreimbursed L/C Amount from other sources or funds, and the Issuing Lender shall promptly notify the Borrower and the Administrative Agent and each thereof. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of Borrower’s intent to reimburse the Issuing Lender a drawing or demand for such Unreimbursed L/C Amount from other sources or funds (such notice hereinafter referred to as a “Notice of Borrower Reimbursement”). Within two Business Days of receipt of a Notice of L/C Draw, unless the Lenders receive a Notice of Borrower Reimbursement for such drawing that the Borrower intends to reimburse the Issuing Lender for such Unreimbursed L/C Amount, each Lender will be deemed to have received a timely Borrowing Request that such Lender make a Loan on such date in the amount of such Lender’s Pro Rata Share of the Unreimbursed L/C Amount, and the Lenders shall make such requested Borrowing, the proceeds of which shall be applied to reimburse the Issuing Lender for the Unreimbursed L/C Amount. Each Lender acknowledges and agrees that its obligation to fund a Loan in accordance with this Section 2.17(e) to reimburse the Issuing Lender for any draft paid payment under a Letter of Credit is absolute and unconditional and prior to 11:00 a.m. (New York City time), on any Business Day, the Borrower shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of the conditions set forth in Sections 2.01, 2.02 or 3.02such Letter of Credit. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit at or after 11:00 a.m. (New York City time), on any Business Day, the Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrower; provided that, the Borrower may reimburse such Issuing Lender with the proceeds of Revolving Credit Loans, Daylight Overdraft Loans or Swing Line Loans made pursuant to Section 2.4 or with proceeds from any other source. Such reimbursement shall be made directly to such Issuing Lender in an amount equal to (i) the amount so paid and (ii) any Non-Excluded Taxes and any reasonable fees, charges or other costs or expenses incurred by such Issuing Lender at its Applicable Lending Office in immediately available funds (such amount that has elected not been reimbursed by the Borrower being, the “Unreimbursed Amount”).
(b) If the relevant Issuing Lender shall not have received full reimbursement for any drawing prior to pay the Unreimbursed time such reimbursement is due for such drawing pursuant to Section 3.5(a) (unless an event of the type described in Section 9.1(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 3.4 for funding by L/C Participants shall apply), such drawing or demand for payment under a Letter of Credit shall constitute a request by the Borrower for a borrowing pursuant to Section 2.4 of Revolving Credit Loans that are Base Rate Loans in the amount equal to the Unreimbursed Amount of such Letter of Credit. The Borrowing Date with funds from other sources and respect to such borrowing shall fail be the date of such drawing or payment.
(c) With respect to reimburse Unreimbursed Amounts that are not paid on the Issuing Lender as provided abovedate due, (i) such Unreimbursed L/C Amount interest shall bear interest at the rate which would be payable on the Principal Balance of any Tranche which was then overdue and all Unreimbursed Amounts from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full and (ii), either in cash or upon the Issuing Lender may, in its sole discretion, request that making of a Revolving Credit Loan) at the Lenders make a Loan of such Unreimbursed L/C Amount and each Lender will applicable rate which would be deemed to have received a timely Borrowing Request that such Lender make a Loan payable on the date of such request in the amount of such Lender’s Pro Rata Share of such Unreimbursed L/C Amount, and the Conduit Lenders may, or, if the related Conduit Lender opts not to make such Loan or there is no Conduit Lender with respect to a Lender Group, the Committed Lenders shall make such requested Loan, the proceeds of any outstanding Revolving Credit Loans which shall be applied to reimburse the Issuing Lender for such Unreimbursed L/C Amountwere then overdue.
Appears in 1 contract
