L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk, an undivided interest equal to such L/C Participant's Revolving Credit Percentage of each Issuing Lender's obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.
Appears in 1 contract
Samples: Credit Agreement (Northwestern Corp)
L/C Participations. (a) Each The US Issuing Lender irrevocably agrees to grant and hereby grants to each US L/C Participant, and, to induce each the US Issuing Lender to issue US Letters of Credit hereunder, each US L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the US Issuing Lender, on the terms and conditions hereinafter stated, for such US L/C Participant's own account and risk, risk an undivided interest equal to such US L/C Participant's US Revolving Credit Commitment Percentage of each in the US Issuing Lender's obligations and rights under each US Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such the US Issuing Lender thereunder. Each US L/C Participant unconditionally and irrevocably agrees with each the US Issuing Lender that, if a draft is paid under any US Letter of Credit issued by such Issuing Lender for which such the US Issuing Lender is not reimbursed in full by the Borrower Company in accordance with the terms of this Agreement, such US L/C Participant shall pay to the Administrative Agent for the account of such US Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such US Issuing Lender) 's address for notices specified herein an amount equal to such US L/C Participant's US Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant's obligation ; provided that, if such demand is made prior to pay 12:00 Noon, New York City time, on a Business Day, such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such US L/C Participant may have against shall make such payment to the US Issuing Lender, Lender prior to the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance end of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other such Business Day and otherwise such US L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of shall make such payment on the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereundernext succeeding Business Day.
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L/C Participations. (a) Each Issuing Lender -------------------------------- irrevocably agrees to grant and hereby grants to each US$ L/C Participant, and, to induce each such Issuing Lender to issue US$ Letters of Credit hereunderCredit, each US$ L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such US$ L/C Participant's own account and risk, risk an undivided interest equal to such US$ L/C Participant's US$ Revolving Credit Percentage of each in such Issuing Lender's obligations and rights under and in respect of each US$ Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each US$ L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any US$ Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower Company and/or any relevant L/C Subsidiary in accordance with the terms of this Agreement, such US$ L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) 's address for notices specified herein or as separately notified to the US$ L/C Participants by such Issuing Lender an amount equal to such US$ L/C Participant's US$ Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each Issuing Lender irrevocably agrees to grant and hereby grants to each Supplemental L/C Participant, and, to induce such Issuing Lender to issue Supplemental Letters of Credit, each Supplemental L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such Supplemental L/C Participant's obligation own account and risk an undivided interest equal to pay such Supplemental L/C Participant's Supplemental Revolving Credit Percentage in such Issuing Lender's obligations and rights under and in respect of each Supplemental Letter of Credit and the amount shall be absolute and unconditional and shall not be affected of each draft paid by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Issuing Lender thereunder. Each Supplemental L/C Participant may have against unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Supplemental Letter of Credit for which such Issuing Lender is not reimbursed in full by the Issuing Lender, Company and/or any relevant L/C Subsidiary in accordance with the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach terms of this Agreement or any other Loan Document by the Borrower or any other Agreement, such Supplemental L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender's address for notices specified herein or (v) any other circumstance, happening or event whatsoever, whether or not similar as separately notified to any of the foregoing. The failure of any Supplemental L/C Participant Participants by such Issuing Lender an amount equal to make any payment pursuant to this Section 3.4 shall not relieve any other such Supplemental L/C Participant Participant's Supplemental Revolving Credit Percentage of its obligation hereunderthe amount of such draft, or any part thereof, that is not so reimbursed.
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L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk, an undivided interest equal to such L/C Participant's Revolving Credit Percentage of in each Issuing Lender's obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower Borrowers in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) 's address for notices specified herein an amount equal to such L/C Participant's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's obligation If any amount required to pay such amount shall be absolute and unconditional and shall not be affected paid by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment pursuant made by such Issuing Lender under any Letter of Credit is paid to this Section 3.4 shall not relieve any other such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of its obligation hereunder(i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 365 (or, in the case of a leap year, 366).
Appears in 1 contract
Samples: Credit Agreement (White Mountains Insurance Group LTD)
L/C Participations. (a) Each The Tranche A Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Tranche A Issuing Lender to issue Tranche A Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Tranche A Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant's ’s own account and risk, risk an undivided interest equal to such L/C Participant's ’s Revolving Credit Percentage of each in the Tranche A Issuing Lender's ’s obligations and rights under and in respect of each Tranche A Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such the Tranche A Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Tranche A Issuing Lender that, if a draft is paid under any Tranche A Letter of Credit issued by such Issuing Lender for which such the Tranche A Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such the Tranche A Issuing Lender upon demand at the Funding Office Administrative Agent’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Tranche A Issuing Lender) an amount equal to such L/C Participant's ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's ’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Tranche A Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.
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L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, without recourse or warranty, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, risk an undivided interest equal to such L/C Participant's ’s Revolving Credit Commitment Percentage (determined on the date of each issuance of the relevant Letter of Credit) in the Issuing Lender's ’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and or continued hereunder, the amount of each draft paid by such the Issuing Lender thereunderthereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the Issuing Lender and L/C Participants, as provided in subsection 3.3, and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the applicable Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 3.5(a), such L/C Participant shall pay to the Administrative Agent for the account of such the Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) Agent’s address for notices specified herein an amount equal to such L/C Participant's ’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant's obligation to pay such amount ; provided that nothing in this paragraph shall be absolute and unconditional and shall not be affected by relieve the Issuing Lender of any circumstanceliability resulting from the gross negligence or willful misconduct of the Issuing Lender, including (i) or otherwise affect any setoff, counterclaim, recoupment, defense or other right that such any L/C Participant may have against the Issuing Lender, the Borrower as a result of such gross negligence or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any willful misconduct. All calculations of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstanceParticipants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 which calculations shall not relieve any other L/C Participant of its obligation hereunderbe conclusive absent manifest error.
Appears in 1 contract
Samples: Revolving Credit Agreement (Great North Imports, LLC)
L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees (subject to the proviso to the initial sentence of Section 2.1) to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, risk an undivided interest equal to such L/C Participant's ’s Revolving Credit Commitment Percentage of each in such Issuing Lender's ’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall (subject to the proviso to the initial sentence of Section 2.1) pay to the Administrative Agent for the account of such that Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) ’s address for notices specified herein an amount equal to the Dollar Amount of such L/C Participant's ’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each ; provided that with respect to any draft under any Letter of Credit, no Lender shall be required to fund more than its Revolving Credit Commitment Percentage of such draft or more than any amount which would cause the sum of aggregate outstanding principal amount of all Revolving Credit Loans made by such Lender plus such Lender’s Revolving Credit Commitment Percentage of all outstanding Swingline Loans plus such Lender’s Revolving Credit Commitment Percentage of all outstanding L/C Participant's obligation Obligations to pay exceed such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder’s Revolving Credit Commitment.
Appears in 1 contract
L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk, risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage of in each Issuing Lender's obligations and rights under each Letter of Credit issued by such Issuing Lender it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's obligation to pay make such amount payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that which such L/C Participant Lender may have against the such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (iiB) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Default, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (vC) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing. The failure of No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to make reimburse such Issuing Lender for the amount of any payment pursuant to this Section 3.4 shall not relieve made by such Issuing Lender under any other L/C Participant Letter of its obligation hereunderCredit, together with interest as provided herein.
Appears in 1 contract
L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, risk an undivided interest equal to such L/C Participant's ’s Revolving Credit Commitment Percentage of each in the Issuing Lender's ’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Parent Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) ’s address for notices specified herein an amount equal to such L/C Participant's ’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant's obligation (b) Upon becoming aware of any amount required to pay such amount shall be absolute and unconditional and shall not be affected paid by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment pursuant to this Section 3.4 made by the Issuing Lender under any Letter of Credit, the Issuing Lender shall not relieve any other notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the Issuing Lender after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the Issuing Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its obligation hereunder.Revolving Credit Commitment Percentage of such payment in accordance with this Section, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Parent Borrower or otherwise), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. SECTION 3.5
Appears in 1 contract
Samples: Credit Agreement (Ubiquiti Inc.)
L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantLender, and, to induce each the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C ParticipantLender's own account and risk, risk an undivided interest equal to such L/C ParticipantLender's Revolving Credit Specified Percentage of each in the Issuing Lender's obligations and rights under each Letter of Credit issued by such the Issuing Lender hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant Lender unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such the Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this AgreementSection 3.5(a), such L/C Participant Lender shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) 's address for notices specified herein an amount equal to such L/C ParticipantLender's Revolving Credit Specified Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant(b) If any amount required to be paid by any Lender to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date such payment is due, such Lender shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective 24 31 Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Lender pursuant to Section 3.4(a) is not in fact made available to the Issuing Lender by such Lender within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such Lender, on demand, such amount with interest thereon calculated from such due date at a rate per annum equal to the ABR plus the Applicable Margin. A certificate of the Issuing Lender submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any Lender its pro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will, if such payment is received prior to 1:00 p.m., Dallas, Texas time, on a Business Day, distribute to such Lender its pro rata share thereof on the same Business Day or if received later than 1:00 p.m. on the next succeeding Business Day; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such Lender shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. (d) Notwithstanding anything to the contrary in this Agreement, each Lender's obligation to pay such amount make the Loans referred to in Section 3.5(b) and to purchase and fund participating interests pursuant to Section 3.4(a) shall be absolute and unconditional and shall not be affected by any circumstance, including including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right that which such L/C Participant Lender or the Borrower may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, ; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, 6; (iii) any adverse change in the condition (financial or otherwise) of the Borrower, any Loan Party; (iv) any breach of this Agreement or any other Loan Document by the Borrower any Loan Party or any other L/C Participant Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.3.5
Appears in 1 contract
L/C Participations. 49 (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, risk an undivided interest equal to such L/C Participant's ’s Revolving Credit Commitment Percentage of each in the Issuing Lender's ’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) ’s address for notices specified herein an amount equal to such L/C Participant's ’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant's obligation (b) Upon becoming aware of any amount required to pay such amount shall be absolute and unconditional and shall not be affected paid by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment pursuant to this Section 3.4 made by the Issuing Lender under any Letter of Credit, the Issuing Lender shall not relieve any other notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the Issuing Lender after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the Issuing Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its obligation hereunder.Revolving Credit Commitment Percentage of such payment in accordance with this Section, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. SECTION 3.5
Appears in 1 contract
Samples: Credit Agreement (Ubiquiti Inc.)
L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant's own account and risk, risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage of each in the Issuing Lender's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) 's address for notices specified herein an amount equal to such L/C Participant's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's obligation If any amount required to pay such amount shall be absolute and unconditional and shall not be affected paid by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment pursuant made by the Issuing Lender under any Letter of Credit is not paid to this Section 3.4 shall not relieve any other the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its obligation hereunderpro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.
Appears in 1 contract
Samples: Credit Agreement (Agl Resources Inc)
L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, risk an undivided interest equal to such L/C Participant's ’s Restatement Revolving Credit Percentage of in each Issuing Lender's ’s obligations and rights under each Letter of Credit issued by such Issuing Lender it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant's ’s Restatement Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's ’s obligation to pay make such amount payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that which such L/C Participant Lender may have against the such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (iiB) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Default, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (vC) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing. The failure of No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to make reimburse such Issuing Lender for the amount of any payment pursuant to this Section 3.4 shall not relieve made by such Issuing Lender under any other L/C Participant Letter of its obligation hereunderCredit, together with interest as provided herein.
Appears in 1 contract
L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant's own account and risk, risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage of each in the Issuing Lender's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) 's address for notices specified herein an amount equal to such L/C Participant's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's obligation If any amount required to pay such amount shall be absolute and unconditional and shall not be affected paid by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment pursuant made by the Issuing Lender under any Letter of Credit is not paid to this Section 3.4 shall not relieve any other the Issuing Lender on the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its obligation hereunderpro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.
Appears in 1 contract
L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, risk an undivided interest equal to such L/C Participant's ’s Revolving Credit Percentage of in each Issuing Lender's ’s obligations and rights under each Letter of Credit issued by such Issuing Lender it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant's ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's ’s obligation to pay make such amount payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that which such L/C Participant Lender may have against the such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (iiB) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Default, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (vC) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing. The failure No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to make any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment pursuant made by such Issuing Lender under any Letter of Credit is paid to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.such Issuing Lender within three (3) Business Days after the - 84-
Appears in 1 contract
Samples: Credit Agreement (Cco Holdings LLC)
L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each US Borrower L/C Participant, and, to induce each the Issuing Lender to issue US Borrower Letters of Credit hereunderCredit, each US Borrower L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such US Borrower L/C Participant's ’s own account and risk, risk an undivided interest equal to such US Borrower L/C Participant's ’s Revolving Credit Percentage of each in the Issuing Lender's ’s obligations and rights under and in respect of each US Borrower Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each US Borrower L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US Borrower Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the US Borrower in accordance with the terms of this Agreement, such US Borrower L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) ’s address for notices specified herein an amount equal to such US Borrower L/C Participant's ’s US Borrower Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each US Borrower L/C Participant's ’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such US Borrower L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the US Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower any Borrower, any other Loan Party or any other US Borrower L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.
Appears in 1 contract
L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each US Borrower L/C Participant, and, to induce each the Issuing Lender to issue US Borrower Letters of Credit hereunderCredit, each US Borrower L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such US Borrower L/C Participant's ’s own account and risk, risk an undivided interest equal to such US Borrower L/C Participant's ’s US Borrower Revolving Credit Percentage of each in the Issuing Lender's ’s obligations and rights under and in respect of each US Borrower Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each US Borrower L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any US Borrower Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the US Borrower in accordance with the terms of this Agreement, such US Borrower L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) ’s address for notices specified herein an amount equal to such US Borrower L/C Participant's ’s US Borrower Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each US Borrower L/C Participant's ’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such US Borrower L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the US Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower any Borrower, any other Loan Party or any other US Borrower L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.
Appears in 1 contract
L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, risk an undivided interest equal to such L/C Participant's Revolving Credit ’s Commitment Percentage of in each Issuing Lender's ’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) ’s address for notices specified herein an amount equal to such L/C Participant's Revolving Credit ’s Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant's obligation (b) Upon becoming aware of any amount required to pay such amount shall be absolute and unconditional and shall not be affected paid by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment pursuant to this Section 3.4 made by such Issuing Lender under any Letter of Credit, issued by it, such Issuing Lender shall not relieve any other notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of its obligation hereunder.the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn shall pay such Issuing Lender) the amount specified on the applicable due date. If any such amount is paid to such Issuing Lender after the date such payment is due, such L/C Participant shall pay to the Administrative Agent, which in turn shall pay such Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number
Appears in 1 contract
L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, a participation interest as described below, provided that as to any Letter of Credit that expires on or after the date that is five Business Days immediately prior to the Non-Extending Revolving Credit Termination Date (such Letter of Credit, an “Extending Letter of Credit”), such L/C Participants shall be limited to Extending Revolving Credit Lenders, and in the case of any such renewal, there shall be an automatic adjustment to the participations pursuant to this Section 3.4 to allocate all such participations in such renewed Letter of Credit among the Extending Revolving Credit Lenders. Each L/C Participant shall be deemed to have irrevocably accepted and purchased from such Issuing Lender and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, an undivided interest equal to (i) such L/C Participant's ’s Revolving Credit Percentage of in each Issuing Lender's ’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunderthereunder (other than Extending Letters of Credit) or (ii) such L/C Participant’s Extending Revolving Credit Percentage in such Extending Letter of Credit. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent Agent, for the account of such Issuing Lender Lender, upon demand at the Funding Administrative Agent’s Payment Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant's ’s Revolving Credit Percentage (or, in the case of Extending Letters of Credit, such L/C Participant’s Extending Revolving Credit Percentage) of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's obligation to pay such amount shall be absolute and unconditional and shall not be affected by Upon any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition respective Revolving Credit Commitments or Revolving Credit Percentages (financial or otherwiseExtending Revolving Credit Commitments or Extending Revolving Credit Percentages in the case of Extending Letters of Credit) of the BorrowerLenders pursuant to the terms hereof, (iv) it is hereby agreed that, with respect to all such outstanding Letters of Credit or, as the case may be, Extending Letters of Credit and, in each case, any breach of this Agreement or any other Loan Document by related Payment Amounts, there shall be an automatic adjustment to the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment participations pursuant to this Section 3.4 shall not relieve any other L/C Participant to reflect the new Revolving Credit Percentages (or Extending Revolving Credit Percentages in the case of its obligation hereunderExtending Letters of Credit) of the assignor and assignee Lender or of all Lenders with respective Revolving Credit Commitments (or Extending Revolving Credit Commitments in the case of Extending Letters of Credit), as applicable.
Appears in 1 contract
L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, risk an undivided interest equal to such L/C Participant's ’s Revolving Credit Percentage of each in the Issuing Lender's ’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) regardless of the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) upon demand, at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant acknowledges and agrees that its obligation to acquire participations and make payments pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit, the occurrence and continuance of a Default or Event of Default, the reduction or termination of the Commitments, any adverse change in the condition (financial or otherwise) of the Borrower, (iv) Borrower or any other Person or any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or Person (v) including, without limitation, any other circumstanceRevolving Credit Lender), happening and each such payment shall be made without any offset, abatement, withholding or event reduction whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.
Appears in 1 contract
Samples: Credit Agreement (Wynn Resorts LTD)
L/C Participations. (a) Each Effective on the date of issuance of each Letter of Credit (and on the Closing Date with respect to the Existing Letters of Credit), the Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipating Lender, and, to induce and each Issuing Participating Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C ParticipantParticipating Lender's own account and risk, risk an undivided interest equal to such L/C ParticipantParticipating Lender's Revolving Credit Commitment Percentage of each in the Issuing Lender's obligations and rights under each Letter of Credit issued by such the Issuing Lender hereunder (including the Existing Letters of Credit) and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant Participating Lender unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant Participating Lender shall pay to the Administrative Agent Agent, for the account of such the Issuing Lender Lender, upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) Agent's address specified in Section 12.2, an amount equal to such L/C ParticipantParticipating Lender's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. On the date that any Assignee becomes a Lender party to this Agreement in accordance with Section 12.6, participating interests in any outstanding Letters of Credit held by the transferor Lender from which such Assignee acquired its interest hereunder shall be proportionately reallotted between such Assignee and such transferor Lender. Each L/C Participant's Participating Lender hereby agrees that its obligation to participate in each Letter of Credit, and to pay such amount shall be absolute or to reimburse the Issuing Lender for its participating share of the drafts drawn or amounts otherwise paid thereunder, is absolute, irrevocable and unconditional and shall not be affected by any circumstancecircumstances whatsoever (including, including (i) any setoffwithout limitation, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a any Default or an Event of Default Default), and that each such payment shall be made without offset, abatement, withholding or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event reduction whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.
Appears in 1 contract
L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, risk an undivided interest equal to such L/C Participant's ’s Revolving Credit Commitment Percentage of each in the Issuing Lender's ’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) ’s address for notices specified herein an amount equal to such L/C Participant's ’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant's obligation (b) Upon becoming aware of any amount required to pay such amount shall be absolute and unconditional and shall not be affected paid by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment pursuant to this Section 3.4 made by the Issuing Lender under any Letter of Credit, the Issuing Lender shall not relieve any other notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the Issuing Lender after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the Issuing Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its obligation hereunder.Revolving Credit Commitment Percentage of such payment in accordance with this Section, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it. 53 142128979_6 170630523_7
Appears in 1 contract
Samples: Credit Agreement (Ubiquiti Inc.)
L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant's ’s own account and risk, risk an undivided interest equal to such L/C Participant's Revolving ’s Applicable Percentage (or proportionate percentage under the Alternate Currency Sublimit in the case of Letter of Credit Percentage of each drawings in an Alternate Currency) in the Issuing Lender's ’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower and becomes an L/C Borrowing in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) ’s address for notices specified herein an amount equal to such L/C Participant's Revolving ’s Applicable Percentage (or proportionate percentage under the Alternate Currency Sublimit in the case of Letter of Credit Percentage of the amount drawings in an Alternate Currency) of such draft, or any part thereof, that is not so reimbursedL/C Borrowing. Each L/C Participant's ’s obligation to pay make such amount Advances as part of an L/C Borrowing shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Article VI, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document loan document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.
Appears in 1 contract
L/C Participations. (a) Each Issuing Lender By the issuance of a Priority L/C (or an amendment to a Priority L/C increasing the amount thereof) and without any further action on the part of the Priority L/C Issuer or the Priority Lenders, the Priority L/C Issuer irrevocably agrees to grant and hereby grants to each L/C ParticipantPriority Lender, and, to induce each Issuing Lender the Priority L/C Issuer to issue Letters of Credit Priority L/Cs hereunder, each L/C Participant Priority Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lenderthe Priority L/C Issuer, on the terms and conditions hereinafter stated, for such L/C ParticipantPriority Lender's own account and risk, risk an undivided interest equal to such Priority Lender's Priority Commitment Percentage in the Priority L/C Participant's Revolving Credit Percentage of each Issuing LenderIssuer's obligations and rights under each Letter of Credit Priority L/C issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender the Priority L/C Issuer thereunder. Each L/C Participant Priority Lender unconditionally and irrevocably agrees with each Issuing Lender the Priority L/C Issuer that, if a draft is paid under any Letter of Credit issued by such Issuing Lender Priority L/C for which such Issuing Lender the Priority L/C Issuer is not reimbursed in full by the Borrower in accordance with Company or the Owner pursuant to the terms of this Agreement, such L/C Participant Priority Lender shall pay to the Administrative Agent for the account of such Issuing Lender Priority L/C Issuer upon demand by the Priority L/C Issuer at the Funding Office (and thereafter Priority L/C Issuer's address for notices specified in Section 12.2 of the Administrative Agent shall promptly pay to such Issuing Lender) Participation Agreement an amount equal to such Priority Lender's Priority Commitment Percentage of such Priority L/C Participant's Revolving Credit Percentage of the amount of such draft, Reimbursement Obligation or any part thereof, that thereof which is not so reimbursed. Each Priority Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Priority L/C Participant's obligation to pay such amount shall be Cs is absolute and unconditional and shall not be affected by any circumstancecircumstance whatsoever, including (i) any setoffamendment, counterclaim, recoupment, defense renewal or other right that such extension of any Priority L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or and continuance of a Post-Effective Default or an Event of Default reduction or the failure to satisfy any termination of the other conditions specified in Section 5Priority Commitments, (iii) and that each such payment shall be made without any adverse change in offset, abatement, withholding or reduction whatsoever. Any payment made by a Priority Lender pursuant to this paragraph to reimburse the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other Priority L/C Participant or (v) Issuer for any other circumstance, happening or event whatsoever, whether or not similar to any of draft paid by the foregoing. The failure of any Priority L/C Participant to make Issuer under any payment pursuant to this Section 3.4 Priority L/C (other than the funding of Priority Loans) shall not constitute a Priority Loan and shall not relieve any other the Company or the Owner of their joint and several obligation to pay the outstanding Priority L/C Participant of its obligation hereunderReimbursement Obligation.
Appears in 1 contract
Samples: Priority Credit and Reimbursement Agreement (Pg&e National Energy Group Inc)
L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, an undivided interest equal to such L/C Participant's ’s Revolving Credit Percentage of in each Issuing Lender's ’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant's ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's ’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.or
Appears in 1 contract
L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each such Issuing Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant's ’s own account and risk, risk an undivided interest equal to such L/C Participant's ’s Revolving Credit Percentage of each in such Issuing Lender's ’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder it and the amount of each draft paid by such Issuing Lender thereunder; provided that if as a result of the issuance of such Letter of Credit (a) the Revolving Extensions of Credit would exceed the Total Revolving Commitments, then each Issuing Lender hereby agrees to grant and hereby grants to each L/C Participant, an undivided interest in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder in an amount equal to such Issuing Lender’s pro rata share of the Available Revolving Commitment of such Issuing Lender so long as after giving effect to such issuance, amendment, renewal or extension (i) the L/C Obligations shall not exceed the L/C Commitment, (ii) the L/C Obligations with respect to Letters of Credit denominated in Alternate Currencies shall not exceed the L/C Alternate Currency Sublimit and (iii) the amount of the Revolving Extensions of Credit shall not exceed the Total Revolving Commitments. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay in Dollars (other than with respect to the Administrative Agent amounts payable pursuant to Letters of Credit denominated in Euro, Canadian Dollars or British Pound Sterling, which for the account avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) to such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) ’s address for notices specified herein an amount equal to such L/C Participant's ’s Revolving Percentage of the Dollar Equivalent (other with respect to amounts payable pursuant to Letters of Credit Percentage denominated in Euro, Canadian Dollars or British Pound Sterling, which for the avoidance of doubt, shall be payable in the respective currency in which such Letter of Credit is dominated) of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's ’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the such Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower any Borrower, any other Loan Party or any other L/C Participant or (v) 45 any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.
Appears in 1 contract
Samples: Credit Agreement (First Solar, Inc.)
L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit hereunderCredit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such L/C Participant's own account and risk, risk an undivided interest equal to such L/C Participant's Revolving Credit Percentage of each in the Issuing Lender's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement or which is not converted to ABR Loans pursuant to Section 3.5 of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) 's address for notices specified herein an amount equal to such L/C Participant's Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's obligation If any amount required to pay such amount shall be absolute and unconditional and shall not be affected paid by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment pursuant made by the Issuing Lender under any Letter of Credit is not paid to this Section 3.4 shall not relieve any other the Issuing Lender on the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, provided that if any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its obligation hereunderpro rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.
Appears in 1 contract
L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, risk an undivided interest equal to such L/C Participant's ’s Revolving Credit Percentage of each in the Issuing Lender's ’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) ’s address for notices specified herein an amount equal to such L/C Participant's ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant's obligation If any amount required to pay such amount shall be absolute and unconditional and shall not be affected paid by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Credit Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall not relieve any other L/C Participant be conclusive in the absence of its obligation hereundermanifest error.
Appears in 1 contract
L/C Participations. (a) Each Effective on the date of issuance of each Fronted LC issued after the Closing Date, the Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantRevolving Lender, and, to induce and each Issuing such Revolving Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter statedstated and, for such L/C ParticipantRevolving Lender's own account and risk, risk an undivided interest equal to such L/C ParticipantRevolving Lender's Rateable Portion under the Revolving Credit Percentage of each Facility in the Issuing Lender's obligations and rights under each Letter of Credit Fronted LC issued by such the Issuing Lender hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant such Revolving Lender unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft an amount is paid under any Letter of Credit issued by such Issuing Lender Fronted LC for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall Revolving Lender will pay to the Administrative Agent Agent, for the account of such the Issuing Lender Lender, upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) Agent's address specified herein, an amount equal to such L/C ParticipantRevolving Lender's Rateable Portion under the Revolving Credit Percentage of the amount Facility of such draftamount, or any part thereof, that which is not so reimbursed. On the date that any assignee becomes a Revolving Lender party to this Agreement in accordance with Article 20, participating interests in any outstanding Fronted LC, held by the assignor Revolving Lender from which such assignee acquired its interest hereunder will be proportionately reallocated between such assignee and such assignor Revolving Lender. Each L/C Participant's Revolving Lender hereby agrees that its obligation to participate in each Fronted LC, and to pay such amount shall be absolute or to reimburse the Issuing Lender or its participating share of the amounts drawn or amounts otherwise paid thereunder, is absolute, irrevocable and unconditional and shall will not be affected by any circumstance, circumstances whatsoever (including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a any Default or an Event of Default Default), and that each such payment will be made without offset, abatement, withholding or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event reduction whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.
Appears in 1 contract
L/C Participations. (a) Each US Issuing Lender irrevocably agrees to grant and hereby grants to each US L/C Participant, and, to induce each US Issuing Lender to issue US Letters of Credit hereunder, each US L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each US Issuing Lender, on the terms and conditions hereinafter stated, for such US L/C Participant's ’s own account and risk, an undivided interest equal to such US L/C Participant's ’s US Revolving Credit Percentage of in each US Issuing Lender's ’s obligations and rights under each US Letter of Credit issued by such US Issuing Lender hereunder and the amount of each draft paid by such US Issuing Lender thereunder. Each US L/C Participant unconditionally and irrevocably agrees with each US Issuing Lender that, if a draft is paid under any US Letter of Credit issued by such US Issuing Lender for which such US Issuing Lender is not reimbursed in full by the US Borrower in accordance with the terms of this Agreement, such US L/C Participant shall pay to the Administrative Agent for the account of such US Issuing Lender upon demand at the Funding Office such US Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such US Issuing Lender) an amount equal to such US L/C Participant's ’s US Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each US L/C Participant's ’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such US L/C Participant may have against the US Issuing Lender, the US Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the either Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower either Borrower, any other Loan Party or any other US L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.
Appears in 1 contract
L/C Participations. (a) (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, an undivided interest equal to such L/C Participant's ’s Revolving Credit Percentage of in each Issuing Lender's ’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant's ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's ’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.
Appears in 1 contract
L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, risk an undivided interest equal to such L/C Participant's ’s Revolving Credit Percentage of in each Issuing Lender's ’s obligations and rights under each Letter of Credit issued by such Issuing Lender it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant's ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's ’s obligation to pay make such amount payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right that which such L/C Participant Lender may have against the such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (iiB) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5Default, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (vC) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing. The failure No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein. (b) If any amount required to be paid by any L/C Participant to make any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment pursuant made by such Issuing Lender under any Letter of Credit is paid to this Section 3.4 shall not relieve any other such Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Commitments of such Lender. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its obligation hereunder.pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment through the Administrative - 69-
Appears in 1 contract
Samples: Credit Agreement (Cco Holdings LLC)
L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees (subject to the proviso to the initial sentence of Section 2.1 hereof) to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's own account and risk, risk an undivided interest equal to such L/C Participant's Revolving Credit Commitment Percentage of each in the Issuing Lender's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall (subject to the proviso to the initial sentence of Section 2.1 hereof) pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) 's address for notices specified herein an amount equal to the Dollar Amount of such L/C Participant's Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each ; PROVIDED that with respect to any draft under any Letter of Credit, no Lender shall be required to fund more than its Revolving Credit Commitment Percentage of such draft or more than any amount which would cause the sum of aggregate outstanding principal amount of all Revolving Credit Loans made by such Lender PLUS such Lender's Revolving Credit Commitment Percentage of all outstanding Swingline Loans PLUS such Lender's Revolving Credit Commitment Percentage of all outstanding L/C ParticipantObligations to exceed such Lender's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunderRevolving Credit Commitment.
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L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, a participation interest as described below. Each L/C Participant shall be deemed to have irrevocably accepted and purchased from such Issuing Lender and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, an undivided interest equal to such L/C Participant's ’s Revolving Credit Percentage of in each Issuing Lender's ’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent Agent, for the account of such Issuing Lender Lender, upon demand at the Funding Administrative Agent’s Payment Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant's ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's obligation to pay such amount shall be absolute and unconditional and shall not be affected by Upon any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial respective Revolving Credit Commitments or otherwise) Revolving Credit Percentages of the BorrowerLenders pursuant to the terms hereof, (iv) it is hereby agreed that, with respect to all such outstanding Letters of Credit and, in each case, any breach of this Agreement or any other Loan Document by related Payment Amounts, there shall be an automatic adjustment to the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment participations pursuant to this Section 3.4 shall not relieve any other L/C Participant to reflect the new Revolving Credit Percentages of its obligation hereunderthe assignor and assignee Lender or of all Lenders with respective Revolving Credit Commitments, as applicable.
Appears in 1 contract
L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, risk an undivided interest equal to such L/C Participant's ’s Revolving Credit Commitment Percentage of each in the Issuing Lender's ’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) ’s address for notices specified herein an amount equal to such L/C Participant's ’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant's obligation (b) Upon becoming aware of any amount required to pay such amount shall be absolute and unconditional and shall not be affected paid by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment pursuant to this Section 3.4 made by the Issuing Lender under any Letter of Credit, the Issuing Lender shall not relieve any other notify each L/C Participant of its obligation hereunder.the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount
Appears in 1 contract
Samples: Credit Agreement (Ugi Corp /Pa/)
L/C Participations. (a) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C ParticipantParticipant under the applicable Facility, and, to induce each the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant under the applicable Facility irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, risk an undivided interest equal to such L/C Participant's ’s Revolving Credit Percentage (in the case of each Revolving Letters of Credit) or such L/C Participant’s Tranche B-1 Percentage (in the case of Tranche B-1 Letters of Credit) in the Issuing Lender's ’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder under a Facility and the amount of each draft paid by such the Issuing Lender thereunder. Each L/C Participant under a Facility unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by under such Issuing Lender Facility for which such the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, Agreement (i) such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) ’s address for notices specified herein an amount equal to such L/C Participant's ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's obligation to pay such amount shall be absolute , in the case of Revolving Letters of Credit and unconditional and shall not be affected by any circumstance, including (iii) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against hereby irrevocably authorizes the Administrative Agent to make available to such Issuing Lender upon demand at the Issuing Lender, the Borrower or any other Person ’s address for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions notices specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other herein such L/C Participant Participant’s Tranche B-1 Percentage of the amount of such draft, or any part thereof, that is not so reimbursed from amounts on deposit in such Tranche B-1 Lender’s Tranche B-1 Credit Linked Account (v) any other circumstance, happening or event whatsoever, whether or not similar the conditions to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this borrowing set forth in Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder5.2 are satisfied).
Appears in 1 contract
Samples: Credit Agreement (Tenneco Inc)
L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, an undivided interest equal to such L/C Participant's Revolving Credit ’s Commitment Percentage of in each Issuing Lender's ’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant's Revolving Credit ’s Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's ’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.
Appears in 1 contract
Samples: Credit Agreement (U-Store-It Trust)
L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, an undivided interest equal to such L/C Participant's ’s Revolving Credit Percentage of in each Issuing Lender's ’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid L/C Disbursement made by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if such Issuing Lender makes any L/C Disbursement in respect of a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) in Dollars, an amount equal to such L/C Participant's ’s Revolving Credit Percentage of the amount of such draftL/C Disbursement, or any part thereof, that is not so reimbursed. Each L/C Participant's ’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, abatement, withholding, reduction, defense or other right that such L/C Participant may have against the each Issuing Lender, the theany Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section Article 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.
Appears in 1 contract
Samples: Credit Agreement (Harsco Corp)
L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, an undivided interest equal to such L/C Participant's ’s Revolving Credit Percentage of in each Issuing Lender's ’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant's ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's ’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the any Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.
Appears in 1 contract
L/C Participations. (a) Each The US Issuing Lender irrevocably agrees to grant and hereby grants to each US L/C Participant, and, to induce each the US Issuing Lender to issue US Letters of Credit hereunder, each US L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the US Issuing Lender, on the terms and conditions hereinafter stated, for such US L/C Participant's own account and risk, risk an undivided interest equal to such US L/C Participant's US Revolving Credit Commitment Percentage of each in the US Issuing Lender's obligations and rights under each US Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such the US Issuing Lender thereunder. Each US L/C Participant unconditionally and irrevocably agrees with each the US Issuing Lender that, if a draft is paid under any US Letter of Credit issued by such Issuing Lender for which such the US Issuing Lender is not reimbursed in full by the Borrower Company in accordance with the terms of this Agreement, such US L/C Participant shall pay to the Administrative Agent for the account of such US Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such US Issuing Lender) 's address for notices specified herein an amount equal to such US L/C Participant's US Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant's obligation ; provided 52 46 that, if such demand is made prior to pay 12:00 Noon, New York City time, on a Business Day, such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such US L/C Participant may have against shall make such payment to the US Issuing Lender, Lender prior to the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance end of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other such Business Day and otherwise such US L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of shall make such payment on the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereundernext succeeding Business Day.
Appears in 1 contract
L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, an undivided interest equal to such L/C Participant's ’s Revolving Credit Percentage of each Issuing Lender's ’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant's ’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant's ’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.
Appears in 1 contract
Samples: Credit Agreement (Northwestern Corp)
L/C Participations. (a) Each US Issuing Lender irrevocably agrees to grant and hereby grants to each US L/C Participant, and, to induce each such US Issuing Lender to issue US Letters of Credit hereunderCredit, each US L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each such US Issuing Lender, on the terms and conditions hereinafter statedset forth below, for such US L/C Participant's own account and risk, risk an undivided interest equal to such US L/C Participant's US Revolving Credit Percentage of each in such US Issuing Lender's obligations and rights under and in respect of each US Letter of Credit issued by such Issuing Lender hereunder it and the amount of each draft paid by such US Issuing Lender thereunder. Each US L/C Participant unconditionally and irrevocably agrees with each US Issuing Lender that, if a draft is paid under any US Letter of Credit issued by such Issuing Lender it for which such US Issuing Lender is not reimbursed in full by the US Borrower in accordance with the terms of this Agreement, such US L/C Participant shall pay to the Administrative Agent for the account of such US Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such US Issuing Lender) 's address for notices specified herein an amount equal to such US L/C Participant's US Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each US L/C Participant's obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such US L/C Participant may have against the any US Issuing Lender, the US Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition (financial or otherwise) of the US Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower US Borrower, any other Loan Party or any other US L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 shall not relieve any other L/C Participant of its obligation hereunder.
Appears in 1 contract
L/C Participations. (ai) Each The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each the Issuing Lender, without recourse or warranty, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, risk an undivided interest equal to such L/C Participant's ’s Revolving Credit Commitment Percentage (determined on the date of each issuance of the relevant Letter of Credit) in the Issuing Lender's ’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and or continued hereunder, the amount of each draft paid by such the Issuing Lender thereunderthereunder and the obligations of the Loan Parties under this Agreement with respect thereto (although Letter of Credit fees and commissions shall be payable directly to the Administrative Agent for the account of the Issuing Lender and L/C Participants, as provided in subsection 2.9(c), and the L/C Participants shall have no right to receive any portion of any facing fees with respect to any such Letters of Credit) and any security therefor or guaranty pertaining thereto. Each L/C Participant unconditionally and irrevocably agrees with each the Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such the Issuing Lender is not reimbursed in full by the Borrower in respect of such Letter of Credit in accordance with the terms of this Agreementsubsection 2.9(e)(i), such L/C Participant shall pay to the Administrative Agent for the account of such the Issuing Lender upon demand at the Funding Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) Agent’s address for notices specified herein an amount equal to such L/C Participant's ’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, that which is not so reimbursed. Each L/C Participant's obligation to pay such amount ; provided that nothing in this paragraph shall be absolute and unconditional and shall not be affected by relieve the Issuing Lender of any circumstanceliability resulting from the gross negligence or willful misconduct of the Issuing Lender, including (i) or otherwise affect any setoff, counterclaim, recoupment, defense or other right that such any L/C Participant may have against the Issuing Lender, the Borrower as a result of such gross negligence or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any willful misconduct. All calculations of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstanceParticipants’ Revolving Commitment Percentages shall be made from time to time by the Administrative Agent, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of any L/C Participant to make any payment pursuant to this Section 3.4 which calculations shall not relieve any other L/C Participant of its obligation hereunderbe conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (HSI IP, Inc.)
L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant's ’s own account and risk, an undivided interest equal to such L/C Participant's ’s Revolving Credit Percentage of in each Issuing Lender's ’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid L/C Disbursement made by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if such Issuing Lender makes any L/C Disbursement in respect of a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender upon demand at the Funding Office such Issuing Lender’s address for notices specified herein (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) in Dollars, an amount equal to such L/C Participant's ’s Revolving Credit Percentage of the amount of such draftL/C Disbursement, or any part thereof, that is not so reimbursed. Each L/C Participant's ’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, abatement, withholding, reduction, defense or other right that such L/C Participant may have against the each Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section Article 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The failure of Exhibit 10.1 (b) If any amount (a “Participation Amount”) required to be paid by any L/C Participant to make any payment an Issuing Lender pursuant to this Section 3.4 3.04(a) in respect of any unreimbursed portion of any L/C Disbursement made by such Issuing Lender under any Letter of Credit is not paid to such Issuing Lender within one Business Day after the date such payment is due, such Issuing Lender shall not relieve any other so notify the Administrative Agent, which shall promptly notify the L/C Participants, and each L/C Participant shall pay to the Administrative Agent, for the account of its obligation hereundersuch Issuing Lender, on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) in Dollars, an amount equal to the product of (i) such Participation Amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any Participation Amount required to be paid by any L/C Participant pursuant to Section 3.04(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such Participation Amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. A certificate of the Administrative Agent submitted on behalf of an Issuing Lender to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.
Appears in 1 contract
