L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) 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 Base Rate 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. (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 pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 4 contracts

Samples: Credit Agreement (Microsemi Corp), Credit Agreement (Microsemi Corp), Credit Agreement (Microsemi Corp)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate 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. (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 pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 4 contracts

Samples: Credit Agreement (Roundy's Parent Company, Inc.), Credit Agreement (Henry Schein Inc), Credit Agreement (Henry Schein Inc)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any L/C Participant (through the Administrative Agent) 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 L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent ~~or 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 Administrative ~~Agent or the Issuing Lender, as the case may be~~Agent, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative ~~Agent or the Issuing Lender, as the case may be~~Agent, shall be required to be returned by the Administrative ~~Agent or the Issuing Lender~~Agent, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative ~~Agent or the Issuing Lender, as the case may be, to it~~Agent.

Appears in 3 contracts

Samples: Amendment and Restatement Agreement (Metropcs Communications Inc), Amendment and Restatement Agreement (Metropcs Communications Inc), Credit Agreement (Metropcs Communications Inc)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section ~~3.10(a~~3.07(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 ~~3.10(a~~3.07(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate 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. (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 pro rata share of such payment in accordance with Section ~~3.10(a~~3.07(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 3 contracts

Samples: Asset Based Revolving Credit Agreement (Roundy's, Inc.), Credit Agreement (Roundy's, Inc.), Credit Agreement (Roundy's, Inc.)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft or other demand for payment paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft or other demand for payment is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such ~~draft~~draft or other demand for payment, or any part thereof, that is not so ~~reimbursed~~reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) ~~in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit~~ is paid to the Administrative Agent for the account of the Issuing Lender ~~within three (3) Business Days~~ after the date such payment is due, then such L/C Participant shall pay interest on such amount to the Administrative Agent for the account of the Issuing Lender on demand ~~an amount~~ at a rate per annum 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 be made 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 Notwithstanding the foregoing sentence, if any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant ~~within~~ by the date that is three (3) Business Days after ~~the date~~ such payment is due, then 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 to the date on which such payment is immediately available to the Issuing Lender at the rate per annum applicable to Base Rate 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 3.10 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 L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent ~~or the Issuing Lender, as the case may be,~~ will distribute to such L/C Participant (or in the case of any such amounts received directly by the Issuing Lender, the Issuing Lender will distribute to the Administrative Agent who in turn 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 Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 3 contracts

Samples: Credit Agreement (Lantheus Holdings, Inc.), Credit Agreement (Lantheus Holdings, Inc.), Credit Agreement (Lantheus Holdings, Inc.)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by ~~the~~ Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate 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. (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 pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, ~~however,~~ that ~~in the event that~~ if any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed ~~by the Administrative Agent or the Issuing Lender, as the case may be,~~ to itsuch L/C Participant.

Appears in 3 contracts

Samples: Credit Agreement (Auto Disposal of Memphis, Inc.), Credit Agreement (Carbuyco, LLC), Credit Agreement (Adesa California, LLC)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 Senior Administrative Agent upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Senior Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Senior Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Senior Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Senior Administrative Agent for the account of 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 3.10(a) is not made available to the Senior Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate 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. (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 pro rata share of such payment in accordance with Section 3.10(a), the Senior Administrative Agent or 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 Senior Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Senior Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Senior Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Senior Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 2 contracts

Samples: Senior Credit Agreement (Websense Inc), Senior Credit Agreement (Websense Inc)

L/C Participations. ~~(a) The~~ Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing ~~Lender~~ Lenders to issue their respective Letters of ~~Credit hereunder~~Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from ~~the~~ each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage in ~~the~~ such Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued ~~hereunder~~ by it and the amount of each draft paid by ~~the~~ such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees ~~with the Issuing Lender~~ that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not indefeasible reimbursed in cash in full by the Borrower in accordance with the terms of this ~~Agreement~~Agreement (notwithstanding delivery of cash collateral pursuant to Sections 5.1(a) and 10.2(c)), such L/C Participant shall pay to the Administrative Agent ~~upon demand~~ for the account of the Issuing ~~Lender~~ Lender, upon demand, an amount equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. ~~The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b)~~ If any amount required to be paid by any L/C Participant to ~~the Administrative Agent~~ or for the account of ~~the~~ an Issuing Lender pursuant to Section ~~3.10(a~~5.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid ~~to the Administrative Agent for the account of the Issuing Lender~~ within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 ~~3.10(a~~5.4(a) is not made available ~~to the Administrative Agent for the account of the Issuing Lender~~ by such L/C Participant within three ~~(3)~~ 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~~ Adjusted Base ~~Rate Loans under the Revolving Facility~~Rate. A certificate of ~~the~~ an 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~~ an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section ~~3.10(a~~5.4(a), ~~the Administrative Agent or~~ 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 cause the Administrative Agent ~~or the Issuing Lender, as the case may be, will~~ to distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by ~~Administrative Agent or~~ the Issuing ~~Lender, as the case may be,~~ Lender shall be required to be returned by ~~the Administrative Agent or~~ the Issuing Lender, such L/C Participant shall return to the ~~Administrative Agent for the account of the~~ Issuing Lender the portion thereof previously distributed by the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Lender to it.

Appears in 2 contracts

Samples: Credit Agreement (Consolidated Natural Gas Co/Va), Credit Agreement (Dominion Resources Inc /Va/)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) 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 Base Rate 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. (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 pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, 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 Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 2 contracts

Samples: Credit Agreement (INC Research Holdings, Inc.), Credit Agreement (INC Research Holdings, Inc.)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the ~~Issuing Lender~~ Administrative Agent that, if a draft is paid under any Letter of Credit for which the Administrative Agent (or such Issuing ~~Lender~~ Bank) is not reimbursed in full by the ~~Borrower~~ Borrowers 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 account of such Issuing Bank) upon demand of at the ~~Issuing Lender~~ Administrative Agent’s address for notices specified herein an amount equal to such L/C Participant’s ~~Revolving~~ Commitment Percentage of the amount of such draft, or any part thereof, ~~that~~ which is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Administrative Agent ~~for the account of the Issuing Lender~~ pursuant to Section ~~3.10(a~~3.4(a) in respect of any unreimbursed portion of any payment made by ~~the~~ any Issuing ~~Lender~~ Bank under any Letter of ~~Credit~~ Credit, the Administrative Agent shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent the amount specified on the applicable due date. If any such amount is paid to the Administrative Agent ~~for the account of the Issuing Lender within three (3) Business Days~~ after the date such payment is due, such L/C Participant shall pay to the Administrative Agent (for ~~the~~ account of the Issuing ~~Lender~~ Bank) on ~~demand an amount equal~~ demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds ~~Effective~~ Rate as determined by the Administrative Agent during the period from and including the date such payment is ~~required~~ due to the date on which such payment is immediately available to the ~~Issuing Lender~~Administrative Agent, 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 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) 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 Base Rate Loans under the Revolving Facility. A certificate of the ~~Issuing Lender submitted to any L/C Participant~~ Administrative Agent with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Administrative Agent 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~~ any Issuing ~~Lender~~ Bank has made payment under any Letter of Credit and the Administrative Agent has received from any L/C Participant its ~~pro rata share~~ Commitment Percentage of such payment in accordance with ~~Section 3.10(a)~~this Section, the Administrative Agent ~~or the~~ receives from such Issuing ~~Lender receives~~ Bank any payment that such Issuing Bank received related to such Letter of Credit (whether directly from the ~~Borrower~~ Borrowers or otherwise~~, including proceeds of collateral applied thereto by the Issuing Lender~~), or any payment of interest on account thereof, the Administrative Agent ~~or the Issuing Lender, as the case may be,~~ 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 Administrative Agent ~~or the~~ from such Issuing ~~Lender, as the case may be,~~ Lender shall be required to be returned by ~~the Administrative Agent or the~~ such Issuing Lender, such L/C Participant shall return to the Administrative Agent ~~for the account of the Issuing Lender~~ the portion thereof previously distributed by ~~the Administrative Agent or the~~ such Issuing ~~Lender, as the case may be,~~ Lender to it.

Appears in 2 contracts

Samples: Credit Agreement (Broadview Networks Holdings Inc), Credit Agreement (Broadview Networks Holdings Inc)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section ~~3.10(a~~2.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 ~~3.10(a~~2.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate 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. (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 pro rata share of such payment in accordance with Section ~~3.10(a~~2.10(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 2 contracts

Samples: Revolving Credit Agreement (CKX, Inc.), Revolving Credit Agreement (CKX, Inc.)

L/C Participations. ~~(a) The~~ a. Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing ~~Lender~~ Lenders to issue or cause to be issued their respective Letters of ~~Credit hereunder~~Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from ~~the~~ each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage in ~~the~~ such Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued ~~hereunder~~ or caused to be issued by it and the amount of each draft paid by the Issuing ~~Lender~~ L/C Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees ~~with the Issuing Lender~~ that, if a draft is paid under any Letter of Credit for which ~~the~~ an Issuing Lender is not indefeasibly reimbursed in cash in full by the Borrower in accordance with the terms of this ~~Agreement~~Credit Agreement (notwithstanding delivery of cash collateral pursuant to Sections 5.1(a) and 10.2(c)), such L/C Participant shall pay to the Administrative Agent ~~upon demand~~ for the account of the applicable Issuing ~~Lender~~ Lender, upon demand, an amount equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. ~~(b)~~ b. If any amount required to be paid by any L/C Participant to ~~the Administrative Agent~~ or for the account of ~~the~~ an Issuing Lender pursuant to Section ~~3.10(a~~5.4(a) in respect of any unreimbursed portion of any payment made by ~~the~~ an Issuing Lender ~~under~~ with respect to any Letter of Credit is paid ~~to the Administrative Agent for the account of the Issuing Lender~~ within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of ~~the~~ 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 the applicable 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 ~~3.10(a~~5.4(a) is not made available ~~to the Administrative Agent for the account of the Issuing Lender~~ by such L/C Participant within three ~~(3)~~ Business Days after the date such payment is due, the applicable 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~~ Adjusted Base ~~Rate Loans under the Revolving Facility~~Rate. A certificate of ~~the~~ an 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)~~ c. Whenever, at any time after ~~the~~ an Issuing Lender has made payment ~~under~~ with respect to any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section ~~3.10(a~~5.4(a), ~~the Administrative Agent or the~~ such 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~~ such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will cause the Administrative Agent ~~or the Issuing Lender, as the case may be, will~~ to distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by ~~Administrative Agent or the~~ such Issuing ~~Lender, as the case may be,~~ Lender shall be required to be returned by ~~the Administrative Agent or the~~ such Issuing Lender, such L/C Participant shall return to ~~the Administrative Agent for the account of the~~ such Issuing Lender the portion thereof previously distributed by ~~the Administrative Agent or the~~ such Issuing ~~Lender, as the case may be,~~ Lender to it.

Appears in 2 contracts

Samples: Credit Agreement (Consolidated Natural Gas Co/Va), Credit Agreement (Dominion Resources Inc /Va/)

L/C Participations. (a) ~~The~~ Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce ~~the~~ such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from ~~the~~ such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in ~~the~~ such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by ~~the~~ such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with ~~the~~ each Issuing Lender that, if a draft is paid under any Letter of Credit for which ~~the~~ 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 upon demand of ~~the~~ such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so ~~reimbursed. The~~ reimbursed and the Administrative Agent shall promptly forward such amounts to ~~the~~ such Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of ~~the~~ any Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by ~~the~~ such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of ~~the~~ such Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of ~~the~~ 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 ~~the~~ 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 3.10(a) is not made available to the Administrative Agent for the account of ~~the~~ any Issuing Lender by such L/C Participant within three ~~(3)~~ Business Days after the date such payment is due, ~~the~~ 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 Base Rate Loans under the Revolving Facility. A certificate of ~~the~~ any 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~~ any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or ~~the~~ any 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~~ such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or ~~the~~ such Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, ~~however,~~ that ~~in the event that~~ if any such payment received by Administrative Agent or ~~the~~ such Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or ~~the~~ such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of ~~the~~ such Issuing Lender the portion thereof previously distributed ~~by the Administrative Agent or the Issuing Lender, as the case may be,~~ to itsuch L/C Participant.

Appears in 2 contracts

Samples: Amendment and Restatement Agreement (KAR Auction Services, Inc.), Credit Agreement (KAR Auction Services, Inc.)

L/C Participations. (a) ~~The~~ Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing ~~Lender~~ Lenders to issue their respective Letters of ~~Credit hereunder~~Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from ~~the~~ each Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage in ~~the~~ such Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued ~~hereunder~~ by it and the amount of each draft paid by ~~the~~ such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees ~~with the Issuing Lender~~ that, if a draft is paid under any Letter of Credit for which ~~the~~ an Issuing Lender is not indefeasibly reimbursed in cash in full by the Borrower in accordance with the terms of this ~~Agreement~~Credit Agreement (notwithstanding delivery of cash collateral pursuant to Sections 5.1(a) and 10.2(c)), such L/C Participant shall pay to the Administrative Agent ~~upon demand~~ for the account of the applicable Issuing ~~Lender~~ Lender, upon demand, an amount equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (b) If any amount required to be paid by any L/C Participant to ~~the Administrative Agent~~ or for the account of ~~the~~ an Issuing Lender pursuant to Section ~~3.10(a~~5.4(a) in respect of any unreimbursed portion of any payment made by ~~the~~ an Issuing Lender under any Letter of Credit is paid ~~to the Administrative Agent for the account of the Issuing Lender~~ within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of ~~the~~ 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 the applicable 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 ~~3.10(a~~5.4(a) is not made available ~~to the Administrative Agent for the account of the Issuing Lender~~ by such L/C Participant within three ~~(3)~~ Business Days after the date such payment is due, the applicable 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~~ Base ~~Rate Loans under the Revolving Facility~~Rate. A certificate of ~~the~~ an 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~~ an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section ~~3.10(a~~5.4(a), ~~the Administrative Agent or the~~ such 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~~ such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will cause the Administrative Agent ~~or the Issuing Lender, as the case may be, will~~ to distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by ~~Administrative Agent or the~~ such Issuing ~~Lender, as the case may be,~~ Lender shall be required to be returned by ~~the Administrative Agent or the~~ such Issuing Lender, such L/C Participant shall return to ~~the Administrative Agent for the account of the~~ such Issuing Lender the portion thereof previously distributed by ~~the Administrative Agent or the~~ such Issuing ~~Lender, as the case may be,~~ Lender to it.

Appears in 2 contracts

Samples: Letter of Credit Agreement (Consolidated Natural Gas Co/Va), Letter of Credit Agreement (Dominion Resources Inc /Va/)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions ~~set forth below~~hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s ~~Revolving~~ Commitment Percentage in the Issuing Lender’s obligations and rights under ~~and in respect of~~ each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by ~~the Borrower~~ HCLP in accordance with the terms of this Agreement, such L/C Participant shall pay to the ~~Administrative Agent~~ Issuing Lender upon demand of at the Issuing ~~Lender~~ Lender’s address for notices specified herein an amount in Dollars equal to such L/C Participant’s ~~Revolving~~ Commitment Percentage of the amount of the Dollar Equivalent of such ~~draft~~draft (calculated on the date such draft is paid by the Issuing Lender), or any part thereof, ~~that~~ which is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (b) If any amount required to be paid by any L/C Participant to the ~~Administrative Agent for the account of the~~ Issuing Lender pursuant to ~~Section 3.10(a~~paragraph 4.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the ~~Administrative Agent for the account of the~~ Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the ~~Administrative Agent for the account of the~~ Issuing Lender on demand an amount equal to the product of (i1) such amount, times (ii2) the daily average Federal ~~Funds Effective Rate~~ funds rate, as quoted by the Issuing Lender, 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~~3) 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 3.10(a~~paragraph 4.4(a) is not in fact made available to ~~the Administrative Agent for the account of~~ the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 ~~Base Rate~~ ABR Loans ~~under the Revolving Facility~~hereunder. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this ~~Section~~ subsection 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 L/C Participant its pro rata share of such payment in accordance with ~~Section 3.10(a~~subsection 4.4(a), ~~the Administrative Agent or~~ the Issuing Lender receives any payment related to such Letter of Credit (whether directly from ~~the Borrower~~ HCLP or otherwise~~, including proceeds of collateral applied thereto by the Issuing Lender~~), or any payment of interest on account thereof, the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ 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 ~~Administrative Agent or~~ the Issuing ~~Lender, as the case may be,~~ Lender shall be required to be returned by ~~the Administrative Agent or~~ the Issuing Lender, such L/C Participant shall return to the ~~Administrative Agent for the account of the~~ Issuing Lender the portion thereof previously distributed by the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Lender to it.

Appears in 2 contracts

Samples: Credit Agreement (Hanover Compressor Co /), Credit Agreement (Hanover Compressor Co /)

L/C Participations. (a) The Issuing ~~Lender~~ Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing ~~Lender~~ Bank to issue Letters of ~~Credit hereunder~~Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing ~~Lender~~Bank, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided ~~interest~~ interest, equal to the percentage which such L/C Participant~~’s Revolving Percentage~~ 's Commitment represents of the Total Commitment, in the Issuing ~~Lender’s~~ Bank's obligations and rights under and in respect of each Letter of Credit ~~issued hereunder~~ and the amount of each draft paid by the Issuing ~~Lender~~ Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing ~~Lender~~ Bank that, if a draft is paid under any Letter of Credit for which the Issuing ~~Lender~~ Bank is not reimbursed in full by the ~~Borrower~~ Company in accordance with the terms of this Agreement, such L/C Participant shall pay to the ~~Administrative Agent~~ Issuing Bank upon demand ~~of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage~~ a fraction of the amount of such draft, or any part thereof, that is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts~~ , equal to the ~~Issuing Lender~~percentage which such L/C Participant's Commitment represents of the Total Commitment. (b) If any amount required to be paid by any L/C Participant to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank pursuant to Section ~~3.10(a~~3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing ~~Lender~~ Bank under any Letter of Credit is paid to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank 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~~Bank, 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 ~~3.10(a~~3.4(a) is not made available to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank by such L/C Participant within three ~~(3)~~ Business Days after the date such payment is due, the Issuing ~~Lender~~ Bank 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 Alternate Base ~~Rate Loans under the Revolving Facility~~Loans. A certificate of the Issuing ~~Lender~~ Bank 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 Issuing ~~Lender~~ Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section ~~3.10(a~~3.4(a), the ~~Administrative Agent or the~~ Issuing ~~Lender~~ Bank receives any payment related to such Letter of Credit (whether directly from the ~~Borrower~~ Company or otherwise, including proceeds of collateral applied thereto by the Issuing ~~Lender~~Bank), or any payment of interest on account thereof, the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by ~~Administrative Agent or~~ the Issuing ~~Lender, as the case may be,~~ Bank shall be required to be returned by the ~~Administrative Agent or the~~ Issuing ~~Lender~~Bank, such L/C Participant shall return to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank the portion thereof previously distributed by the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Bank to it.

Appears in 2 contracts

Samples: Credit Facility Agreement (Southwest Airlines Co), Competitive Advance and Revolving Credit Facility Agreement (Southwest Airlines Co)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section ~~3.10(a~~2.9(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 ~~3.10(a~~2.9(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 ~~Base Rate Loans under the Revolving Facility~~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. (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 pro rata share of such payment in accordance with Section ~~3.10(a~~2.9(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, ~~however,~~ that ~~in the event that~~ if any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed ~~by the Administrative Agent or the Issuing Lender, as the case may be,~~ to itsuch L/C Participant.

Appears in 2 contracts

Samples: Super Priority Debtor in Possession and Exit Credit and Guarantee Agreement (Northwest Airlines Corp), Super Priority Debtor in Possession and Exit Credit and Guarantee Agreement

L/C Participations. (a) ~~The~~ Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce ~~the~~ such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from ~~the~~ such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in ~~the~~ such Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder by such Issuing Lender and the amount of each draft paid by ~~the~~ such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with ~~the~~ such Issuing Lender that, if a draft is paid under any Letter of Credit for which ~~the~~ 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 upon demand of ~~the~~ such Issuing Lender an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to ~~the~~ such Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by ~~the~~ any Issuing Lender under any Letter of Credit issued by such Issuing Lender is paid to the Administrative Agent for the account of ~~the~~ such Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of ~~the~~ 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 ~~the~~ 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 3.10(a) is not made available to the Administrative Agent for the account of ~~the~~ such Issuing Lender by such L/C Participant within three ~~(3)~~ Business Days after the date such payment is due, ~~the~~ 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 Base Rate Loans under the Revolving Facility. A certificate of ~~the~~ an 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~~ an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro --- rata share of such payment in accordance with Section 3.10(a), the ---- Administrative Agent or ~~the~~ such 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~~ such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or ~~the~~ such Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share --- ---- thereof; provided, however, that in the event that any such payment received by -------- ------- Administrative Agent or ~~the~~ such Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or ~~the~~ such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of ~~the~~ such Issuing Lender the portion thereof previously distributed by the Administrative Agent or ~~the~~ such Issuing Lender, as the case may be, to it. (d) Each Revolving Lender's obligation to purchase participating interests in unreimbursed drafts pursuant to Section 3.10(a) 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 Revolving Lender or the Borrower may have against 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 6; (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, any other Loan Party or any other Revolving Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Appears in 1 contract

Samples: Credit Agreement (Appleton Papers Inc/Wi)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section ~~3.10(a~~3.4(a) in respect of any unreimbursed portion of any payment made by the Administrative Agent for the account of the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 ~~3.10(a~~3.4(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate 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. (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 pro rata share of such payment in accordance with Section ~~3.10(a~~3.4(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, 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 Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 1 contract

Samples: Credit Agreement (Inamed Corp)

L/C Participations. (a) The Issuing ~~Lender~~ Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing ~~Lender~~ Bank to issue Letters of ~~Credit hereunder~~Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing ~~Lender~~Bank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided ~~interest~~ interest, equal to the percentage which such L/C Participant’s ~~Revolving Percentage~~ Commitment represents of the Total Commitment, in the Issuing ~~Lender~~Bank’s obligations and rights under and in respect of each Letter of Credit ~~issued hereunder~~ and the amount of each draft paid by the Issuing ~~Lender~~ Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing ~~Lender~~ Bank that, if a draft is paid under any Letter of Credit for which the Issuing ~~Lender~~ Bank is not reimbursed in full by the ~~Borrower~~ Company in accordance with the terms of this Agreement, such L/C Participant shall pay to the ~~Administrative Agent~~ Issuing Bank upon demand ~~of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage~~ a fraction of the amount of such draft, or any part thereof, that is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts~~ , equal to the ~~Issuing Lender~~percentage which such L/C Participant’s Commitment represents of the Total Commitment. (b) If any amount required to be paid by any L/C Participant to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank pursuant to Section ~~3.10(a~~3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing ~~Lender~~ Bank under any Letter of Credit is paid to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank 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~~Bank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and 509265-1983-14872-Active.19588122.12 the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section ~~3.10(a~~3.4(a) is not made available to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank by such L/C Participant within three ~~(3)~~ Business Days after the date such payment is due, the Issuing ~~Lender~~ Bank 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 Alternate Base ~~Rate Loans under the Revolving Facility~~Loans. A certificate of the Issuing ~~Lender~~ Bank 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 Issuing ~~Lender~~ Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section ~~3.10(a~~3.4(a), the ~~Administrative Agent or the~~ Issuing ~~Lender~~ Bank receives any payment related to such Letter of Credit (whether directly from the ~~Borrower~~ Company or otherwise, including proceeds of collateral applied thereto by the Issuing ~~Lender~~Bank), or any payment of interest on account thereof, the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by ~~Administrative Agent or~~ the Issuing ~~Lender, as the case may be,~~ Bank shall be required to be returned by the ~~Administrative Agent or the~~ Issuing ~~Lender~~Bank, such L/C Participant shall return to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank the portion thereof previously distributed by the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Bank to it.

Appears in 1 contract

Samples: Revolving Credit Facility Agreement (Southwest Airlines Co)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s ~~Revolving~~ Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s ~~Revolving~~ Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section ~~3.10(a~~2.8(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 ~~3.10(a~~2.8(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate ~~Loans under the Revolving Facility~~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. (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 pro rata share of such payment in accordance with Section ~~3.10(a~~2.8(a), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the ~~Borrower~~ Borrowers or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 1 contract

Samples: Credit Agreement (American Real Estate Partners L P)

L/C Participations. (ai) The Issuing ~~Lender~~ Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing ~~Lender~~ Bank to issue Letters of ~~Credit hereunder~~Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing ~~Lender~~Bank, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in the Issuing ~~Lender’s~~ Bank's obligations and rights under and in respect of each Letter of Credit ~~issued hereunder~~ and the amount of each draft paid by the Issuing ~~Lender~~ Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing ~~Lender~~ Bank that, if a draft is paid under any Letter of Credit for which the Issuing ~~Lender~~ Bank 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~~ Issuing Bank upon demand of at the Issuing ~~Lender~~ Bank's address for notices specified in the signature pages hereof an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (bii) If any amount required to be paid by any L/C Participant to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank pursuant to Section ~~3.10(a~~2.15(d)(i) in respect of any unreimbursed portion of any payment made by the Issuing ~~Lender~~ Bank under any Letter of Credit is paid to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank within three ~~(3)~~ Domestic Business Days after the date such payment is due, such L/C Participant shall pay to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank 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~~Bank, 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 ~~3.10(a~~2.15(d)(i) is not made available to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank by such L/C Participant within three ~~(3)~~ Domestic Business Days after the date such payment is due, the Issuing ~~Lender~~ Bank 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 Base Rate ~~Loans under the Revolving Facility~~Loans. A certificate of the Issuing ~~Lender~~ Bank submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (ciii) Whenever, at any time after the Issuing ~~Lender~~ Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section ~~3.10(a~~2.15(d)(i), the ~~Administrative Agent or the~~ Issuing ~~Lender~~ Bank 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~~Bank), or any payment of interest on account thereof, the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by ~~Administrative Agent or~~ the Issuing ~~Lender, as the case may be,~~ Bank shall be required to be returned by the ~~Administrative Agent or the~~ Issuing ~~Lender~~Bank, such L/C Participant shall return to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank the portion thereof previously distributed by the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Bank to it.

Appears in 1 contract

Samples: Credit Agreement (Russell Corp)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section ~~3.10(a~~3.8(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 ~~3.10(a~~3.8(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate 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 deemed 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 L/C Participant its pro rata share of such payment in accordance with Section ~~3.10(a~~3.8(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 1 contract

Samples: Credit Agreement (Del Frisco's Restaurant Group, LLC)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft or other demand for payment paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft or other demand for payment is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such ~~draft~~draft or other demand for payment, or any part thereof, that is not so ~~reimbursed~~reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) ~~in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit~~ is paid to the Administrative Agent for the account of the Issuing Lender ~~within three (3) Business Days~~ after the date such payment is due, then such L/C Participant shall pay interest on such amount to the Administrative Agent for the account of the Issuing Lender on demand ~~an amount~~ at a rate per annum 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 be made 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 Notwithstanding the foregoing sentence, if any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant ~~within~~ by the date that is three (3) Business Days after ~~the date~~ such payment is due, then 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 to the date on which such payment is immediately available to the Issuing Lender at the rate per annum applicable to Base Rate 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 3.10 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 L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent ~~or the Issuing Lender, as the case may be,~~ will distribute to such L/C Participant (or in the case of any such amounts received directly by the Issuing Lender, the Issuing Lender will distribute to the Administrative Agent who in turn 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 Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 1 contract

Samples: Credit Agreement (INC Research Holdings, Inc.)

L/C Participations. (a) ~~The~~ By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Lender or the Lenders, each Issuing Lender hereby irrevocably ~~agrees to grant and hereby~~ grants to each ~~L/C Participant~~Lender, ~~and~~and each Lender hereby acquires from such Issuing Lender, a participation in such Letter of Credit equal to ~~induce~~ such Lender’s Commitment Percentage of the ~~Issuing~~ aggregate amount available to be drawn under such Letter of Credit. Each Lender acknowledges and agrees that its obligation to ~~issue~~ acquire participations pursuant to this paragraph in respect of Letters of Credit ~~hereunder~~is absolute and unconditional and shall not be affected by any circumstance whatsoever, ~~each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender~~including any amendment, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect renewal or extension of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit ~~for which~~ or the ~~Issuing Lender is not reimbursed in full~~ occurrence and continuance of a Default or reduction or termination of the Commitments, or expiration, termination or cash collateralization of any Letter of Credit and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. All calculations of the Lenders’ Commitment Percentages shall be made from time to time by the ~~Borrower in accordance with the terms of this Agreement~~Administrative Agent, ~~such L/C Participant~~ which calculations shall pay to the Administrative Agent upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lenderbe conclusive absent manifest error. (b) If the Borrowers fail to reimburse the applicable Issuing Lender on the due date as provided in Subsection 3.5, such Issuing Lender shall notify the Administrative Agent and the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the applicable Borrowers in respect thereof and such Lender’s Commitment Percentage thereof. Each Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 P.M., New York City time, on such date (or, if such Lender shall have received such notice later than 12:00 P.M., New York City time, on any day, not later than 11:00 A.M., New York City time, on the next succeeding Business Day), the Dollar Equivalent of an amount equal to such Lender’s Commitment Percentage of the unreimbursed L/C Disbursement in the same manner as provided in Subsection 2.2 with respect to Loans made by such Lender, and the Administrative Agent will promptly pay to the applicable Issuing Lender the amounts so received by it from the Lenders. The Administrative Agent will promptly pay to the applicable Issuing Lender any amounts received by it from the applicable Borrowers pursuant to the above clause (a) prior to the time that any Lender makes any payment pursuant to the preceding sentence and any such amounts received by the Administrative Agent from the applicable Borrowers thereafter will be promptly remitted by the Administrative Agent to the Lender that shall have made such payments and to such Issuing Lender, as appropriate. (c) If any Lender shall not have made its Commitment Percentage of such L/C Disbursement available to the Administrative Agent as provided above, each such Lender and each Borrower severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid ~~by any L/C Participant~~ in accordance with the foregoing to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of the Issuing Lender on demand an amount equal to the product of at (i) in the case of such ~~amount~~Borrower, 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 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) 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 Base Rate 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 set forth in Subsection 3.5(b) and (ii) 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 L/C Participant its pro rata share~~ case of such payment in accordance with Section 3.10(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned a rate determined by the Administrative Agent in accordance with banking industry rules or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to itpractices on interbank compensation.

Appears in 1 contract

Samples: Credit Agreement (SiteOne Landscape Supply, Inc.)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section ~~3.10(a~~3.8(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 ~~3.10(a~~3.8(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate 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. (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 pro rata share of such payment in accordance with Section ~~3.10(a~~3.8(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, 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 Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 1 contract

Samples: Credit Agreement (Muzak Holdings LLC)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section ~~3.10(a~~2.8(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 ~~3.10(a~~2.8(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate ~~Loans under the Revolving Facility~~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. (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 ~~pro rata~~ prorata share of such payment in accordance with Section ~~3.10(a~~2.8(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Energy Corp)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s ~~Revolving~~ Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s ~~Revolving~~ Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section ~~3.10(a~~2.8(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 ~~3.10(a~~2.8(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate ~~Loans under the Revolving Facility~~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. (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 pro rata share of such payment in accordance with Section ~~3.10(a~~2.8(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 1 contract

Samples: Credit Agreement (American Real Estate Partners L P)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft or other demand for payment paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft or other demand for payment is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such ~~draft~~draft or other demand for payment, or any part thereof, that is not so ~~reimbursed~~reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) ~~in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit~~ is paid to the Administrative Agent for the account of the Issuing Lender ~~within three (3) Business Days~~ after the date such payment is due, then such L/C Participant shall pay interest on such amount to the Administrative Agent for the account of the Issuing Lender on demand ~~an amount~~ at a rate per annum 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 be made 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 Notwithstanding the foregoing sentence, if any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant ~~within~~ by the date that is three (3) Business Days after ~~the date~~ such payment is due, then 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 to the date on which such payment is immediately available to the Issuing Lender at the rate per annum applicable to Alternative Base Rate 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 3.10 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 L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent ~~or the Issuing Lender, as the case may be,~~ will distribute to such L/C Participant (or in the case of any such amounts received directly by the Issuing Lender, the Issuing Lender will distribute to the Administrative Agent who in turn 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 Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 1 contract

Samples: Credit Agreement (Lantheus Holdings, Inc.)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft or other demand for payment paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft or other demand for payment is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such ~~draft~~draft or other demand for payment, or any part thereof, that is not so ~~reimbursed~~reimbursed (it being agreed that with respect to a Letter of Credit in a currency other than Dollars, each L/C Participant shall pay the Administrative Agent the Dollar Amount of the applicable amount). The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) ~~in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit~~ is paid to the Administrative Agent for the account of the Issuing Lender ~~within three (3) Business Days~~ after the date such payment is due, then such L/C Participant shall pay interest on such amount to the Administrative Agent for the account of the Issuing Lender on demand ~~an amount~~ at a rate per annum 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 be made 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 Notwithstanding the foregoing sentence, if any such amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant ~~within~~ by the date that is three (3) Business Days after ~~the date~~ such payment is due, then 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 to the date on which such payment is immediately available to the Issuing Lender at the rate per annum applicable to Base Rate 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 3.10 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 L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of ~~collateral~~ Collateral applied thereto by the Administrative Agent or the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent ~~or the Issuing Lender, as the case may be,~~ will distribute to such L/C Participant (or in the case of any such amounts received directly by the Issuing Lender, the Issuing Lender will distribute to the Administrative Agent who in turn 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 Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 1 contract

Samples: Credit Agreement (INC Research Holdings, Inc.)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate 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. (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 pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 1 contract

Samples: Credit Agreement (Jondex Corp)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions ~~set forth below~~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 in the Issuing Lender’s 's obligations and rights under ~~and in respect of~~ each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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~~ Issuing Lender upon demand of at the Issuing ~~Lender~~ Lender's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Credit Percentage (a calculation of which shall be provided by the Administrative Agent) of the amount of such draft, or any part thereof, ~~that~~ which is not so reimbursed. ~~The Administrative Agent shall promptly forward such amounts to~~ Any demand by the Issuing ~~Lender~~Lender may be made through the Administrative Agent. (b) If any amount required to be paid by any L/C Participant to the ~~Administrative Agent for the account of the~~ Issuing Lender pursuant to Section ~~3.10(a~~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 ~~Administrative Agent for the account of the~~ Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to ~~the Administrative Agent for the account of~~ 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 ~~3.10(a~~3.4(a) is not made available to ~~the Administrative Agent for the account of~~ the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate 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 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 L/C Participant its pro rata share of such payment in accordance with Section ~~3.10(a~~3.4(a), ~~the Administrative Agent or~~ 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 ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ 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 ~~Administrative Agent or~~ the Issuing ~~Lender, as the case may be,~~ Lender shall be required to be returned by ~~the Administrative Agent or~~ the Issuing Lender, such L/C Participant shall return to the ~~Administrative Agent for the account of the~~ Issuing Lender the portion thereof previously distributed by the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Lender to it.

Appears in 1 contract

Samples: Credit Agreement (Salton Maxim Housewares Inc)

L/C Participations. (a) The Issuing ~~Lender~~ Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing ~~Lender~~ Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing ~~Lender~~Bank, on the terms and conditions ~~set forth below~~hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage in the Issuing ~~Lender’s~~ Bank's obligations and rights under ~~and in respect of~~ each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing ~~Lender~~ Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing ~~Lender~~ Bank that, if a draft is paid under any Letter of Credit for which the Issuing ~~Lender~~ Bank 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~~ Issuing Bank upon demand of at the Issuing ~~Lender~~ Bank's address for notices specified herein an amount equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage of the amount of such draft, or any part thereof, ~~that~~ which is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (b) If any amount required to be paid by any L/C Participant to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank pursuant to ~~Section 3.10(a~~paragraph 3.4 (a) in respect of any unreimbursed portion of any payment made by the Issuing ~~Lender~~ Bank under any Letter of Credit is paid to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank on demand an amount equal to the product of (i1) such amount, times (ii2) the daily average Federal ~~Funds Effective Rate~~ funds rate, as quoted by the Issuing Bank, 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~~Bank, times (~~iii~~3) a ~~fraction~~ 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 3.10(a~~paragraph 3.4(a) is not in fact made available to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank by such L/C Participant within three ~~(3)~~ Business Days after the date such payment is due, the Issuing ~~Lender~~ Bank 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 ~~Base Rate~~ ABR Loans ~~under the Revolving Facility~~hereunder. A certificate of the Issuing ~~Lender~~ Bank submitted to any L/C Participant with respect to any amounts owing under this ~~Section~~ subsection shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing ~~Lender~~ Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with ~~Section 3.10(a~~subsection 3.4(a), the ~~Administrative Agent or the~~ Issuing ~~Lender~~ Bank 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~~Bank), or any payment of interest on account thereof, the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by ~~Administrative Agent or~~ the Issuing ~~Lender, as the case may be,~~ Bank shall be required to be returned by the ~~Administrative Agent or the~~ Issuing ~~Lender~~Bank, such L/C Participant shall return to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank the portion thereof previously distributed by the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Bank to it.

Appears in 1 contract

Samples: Credit Agreement (Big City Radio Inc)

L/C Participations. (a) The Issuing ~~Lender~~ Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing ~~Lender~~ Bank to issue Letters of ~~Credit hereunder~~Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing ~~Lender~~Bank, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in the Issuing ~~Lender’s~~ Bank's obligations and rights under and in respect of each Letter of Credit ~~issued hereunder~~ and the amount of each draft paid by the Issuing ~~Lender~~ Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing ~~Lender~~ Bank that, if a draft is paid under any Letter of Credit for which the Issuing ~~Lender~~ Bank is not reimbursed in full by the ~~Borrower~~ Company in accordance with the terms of this Agreement, such L/C Participant shall pay to the ~~Administrative Agent~~ Issuing Bank upon demand of at the Issuing ~~Lender~~ Bank's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (b) If any amount required to be paid by any L/C Participant to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank pursuant to ~~Section 3.10(a~~subsection 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing ~~Lender~~ Bank under any Letter of Credit is paid to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank 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 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) 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 Base Rate 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. (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 pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.Funds

Appears in 1 contract

Samples: Credit Agreement (Hca the Healthcare Co)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of ~~Credit hereunder~~Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant~~’s Revolving~~ 's Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit ~~issued hereunder~~ and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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~~ Issuing Lender upon demand of at the Issuing ~~Lender~~ Lender's address for notices specified herein an amount equal to such L/C Participant~~’s Revolving~~ 's Percentage of the amount of such draft, or any part thereof, that is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (b) If any amount required to be paid by any L/C Participant to the ~~Administrative Agent for the account of the~~ Issuing Lender pursuant to Section ~~3.10(a~~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 ~~Administrative Agent for the account of the~~ Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to ~~the Administrative Agent for the account of~~ 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 ~~3.10(a~~3.4(a) is not made available to ~~the Administrative Agent for the account of~~ the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 ~~Base Rate~~ 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. (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 pro rata share of such payment in accordance with Section ~~3.10(a~~3.4(a), ~~the Administrative Agent or~~ 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 ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ 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 ~~Administrative Agent or~~ the Issuing ~~Lender, as the case may be,~~ Lender shall be required to be returned by ~~the Administrative Agent or~~ the Issuing Lender, such L/C Participant shall return to the ~~Administrative Agent for the account of the~~ Issuing Lender the portion thereof previously distributed by the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Lender to it.

Appears in 1 contract

Samples: Credit Agreement (National Financial Partners Corp)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section ~~3.10(a~~2.8(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 ~~3.10(a~~2.8(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate ~~Loans under the Revolving Facility~~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. (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 pro rata share of such payment in accordance with Section ~~3.10(a~~2.8(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Energy Corp)

L/C Participations. (a) The Issuing ~~Lender~~ Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing ~~Lender~~ Bank to issue Letters of ~~Credit hereunder~~Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing ~~Lender~~Bank, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage in the Issuing ~~Lender’s~~ Bank's obligations and rights under and in respect of each Letter of Credit ~~issued hereunder~~ and the amount of each draft paid by the Issuing ~~Lender~~ Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing ~~Lender~~ Bank that, if a draft is paid under any Letter of Credit for which the Issuing ~~Lender~~ Bank is not reimbursed in full by the ~~Borrower~~ Company in accordance with the terms of this Agreement, such L/C Participant shall pay to the ~~Administrative Agent~~ Issuing Bank upon demand of at the Issuing ~~Lender~~ Bank's address for notices specified herein an amount equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (b) If any amount required to be paid by any L/C Participant to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank pursuant to ~~Section 3.10(a~~subsection 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing ~~Lender~~ Bank under any Letter of Credit is paid to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank 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~~Bank, 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 3.10(a~~subsection 3.4(a) is not made available to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank by such L/C Participant within three ~~(3)~~ Business Days after the date such payment is due, the Issuing ~~Lender~~ Bank 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 Base Rate Loans ~~under the Revolving Facility~~hereunder. A certificate of the Issuing ~~Lender~~ Bank 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 Issuing ~~Lender~~ Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with ~~Section 3.10(a~~subsection 3.4(a), the ~~Administrative Agent or the~~ Issuing ~~Lender~~ Bank receives any payment related to such Letter of Credit (whether directly from the ~~Borrower~~ Company or otherwise~~, including proceeds of collateral applied thereto by the Issuing Lender~~), or any payment of interest on account thereof, the ~~Administrative Agent or~~ Issuing Bank will receive such payment as agent for and for the ~~Issuing Lender, as the case may be,~~ account of such L/C Participant and will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by ~~Administrative Agent or~~ the Issuing ~~Lender, as the case may be,~~ Bank shall be required to be returned by the ~~Administrative Agent or the~~ Issuing ~~Lender~~Bank, such L/C Participant shall return to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank the portion thereof previously distributed by the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Bank to it.

Appears in 1 contract

Samples: 5 Year Credit Agreement (Cit Group Inc)

L/C Participations. (a) The Issuing ~~Lender~~ Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing ~~Lender~~ Bank to issue Letters of ~~Credit hereunder~~Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing ~~Lender~~Bank, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant~~’s Revolving~~ 's Aggregate Exposure Percentage in the Issuing ~~Lender’s~~ Bank's obligations and rights under and in respect of each Letter of Credit ~~issued hereunder~~ and the amount of each draft paid by the Issuing ~~Lender~~ Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing ~~Lender~~ Bank that, if a draft is paid under any Letter of Credit for which the Issuing ~~Lender~~ Bank 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~~ Issuing Bank upon demand of at the Issuing ~~Lender~~ Bank's address for notices specified herein an amount equal to such L/C Participant~~’s Revolving~~ 's Aggregate Exposure Percentage of the amount of such draft, or any part thereof, that is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (b) If any amount required to be paid by any L/C Participant to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank pursuant to Section ~~3.10(a~~2.4(a) in respect of any unreimbursed portion of any payment made by the Issuing ~~Lender~~ Bank under any Letter of Credit is paid to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank 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~~Bank, ~~times~~ and (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 ~~3.10(a~~2.4(a) is not made available to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank by such L/C Participant within three ~~(3)~~ Business Days after the date such payment is due, the Issuing ~~Lender~~ Bank 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 Base Rate ~~Loans under the Revolving Facility~~Loans. A certificate of the Issuing ~~Lender~~ Bank 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 Issuing ~~Lender~~ Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section ~~3.10(a~~2.4(a), the ~~Administrative Agent or the~~ Issuing ~~Lender~~ Bank 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 ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by ~~Administrative Agent or~~ the Issuing ~~Lender, as the case may be,~~ Bank shall be required to be returned by the ~~Administrative Agent or the~~ Issuing ~~Lender~~Bank, such L/C Participant shall return to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank the portion thereof previously distributed by the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Bank to it.

Appears in 1 contract

Samples: Credit Agreement (Pg&e National Energy Group Inc)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) 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 Base Rate 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. (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 pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 1 contract

Samples: Credit Agreement (Intersil Corp/De)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the ~~Issuing Lender~~ Administrative Agent that, if a draft is paid under any Letter of Credit for which the Administrative Agent (or such Issuing ~~Lender~~ Bank) is not reimbursed in full by the ~~Borrower~~ Borrowers 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 account of such Issuing Bank) upon demand of at the ~~Issuing Lender~~ Administrative Agent’s address for notices specified herein an amount equal to such L/C Participant’s ~~Revolving~~ Commitment Percentage of the amount of such draft, or any part thereof, ~~that~~ which is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Administrative Agent ~~for the account of the Issuing Lender~~ pursuant to Section ~~3.10(a~~3.4(a) in respect of any unreimbursed portion of any payment made by ~~the~~ any Issuing ~~Lender~~ Bank under any Letter of ~~Credit~~ Credit, the Administrative Agent shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent the amount specified on the applicable due date. If any such amount is paid to the Administrative Agent ~~for the account of the Issuing Lender within three (3) Business Days~~ after the date such payment is due, such L/C Participant shall pay to the Administrative Agent (for ~~the~~ account of the Issuing ~~Lender~~ Bank) on ~~demand an amount equal~~ demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds ~~Effective~~ Rate as determined by the Administrative Agent during the period from and including the date such payment is ~~required~~ due to the date on which such payment is immediately available to the ~~Issuing Lender~~Administrative Agent, 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 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) 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 Base Rate Loans under the Revolving Facility. A certificate of the ~~Issuing Lender submitted to any L/C Participant~~ Administrative Agent with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Administrative Agent 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~~ any Issuing ~~Lender~~ Bank has made payment under any Letter of Credit and the Administrative Agent has received from any L/C Participant its ~~pro rata share~~ Commitment Percentage of such payment in accordance with ~~Section 3.10(a)~~this Section, the Administrative Agent ~~or the~~ receives from such Issuing ~~Lender receives~~ Bank any payment that such Issuing Bank received related to such Letter of Credit (whether directly from the ~~Borrower~~ Borrowers or otherwise~~, including proceeds of collateral applied thereto by the Issuing Lender~~), or any payment of interest on account thereof, the Administrative Agent ~~or the Issuing Lender, as the case may be,~~ 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 Administrative Agent ~~or the~~ from such Issuing ~~Lender, as the case may be,~~ Lender shall be required to be returned by ~~the Administrative Agent or the~~ such Issuing Lender, such L/C Participant shall return to the Administrative Agent ~~for the account of the Issuing Lender~~ the portion thereof previously distributed by ~~the Administrative Agent or the~~ such Issuing ~~Lender, as the case may be,~~ Lender to it.. CREDIT AGREEMENT AMONG CIT FINANCE LLC, THE LENDERS, BROADVIEW NETWORKS HOLDINGS, AND CERTAIN SUBSIDIARIES

Appears in 1 contract

Samples: Credit Agreement (Broadview Networks Holdings Inc)

L/C Participations. (a) The Issuing ~~Lender~~ Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing ~~Lender~~ Bank to issue Letters of ~~Credit hereunder~~Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing ~~Lender~~Bank, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in the Issuing ~~Lender’s~~ Bank's obligations and rights under and in respect of each Letter of Credit ~~issued hereunder~~ and the amount of each draft paid by the Issuing ~~Lender~~ Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing ~~Lender~~ Bank that, if a draft is paid under any Letter of Credit for which the Issuing ~~Lender~~ Bank is not reimbursed in full by the ~~Borrower~~ Company in accordance with the terms of this Agreement, such L/C Participant shall pay to the ~~Administrative Agent~~ Issuing Bank upon demand of at the Issuing ~~Lender~~ Bank's address for notices specified herein an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (b) If any amount required to be paid by any L/C Participant to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank pursuant to ~~Section 3.10(a~~subsection 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing ~~Lender~~ Bank under any Letter of Credit is paid to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank 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~~Bank, 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 3.10(a~~subsection 3.4(a) is not made available to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank by such L/C Participant within three ~~(3)~~ Business Days after the date such payment is due, the Issuing ~~Lender~~ Bank 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 Alternate Base Rate Loans under the Revolving Facility. A certificate of the Issuing ~~Lender~~ Bank 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 Issuing ~~Lender~~ Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with ~~Section 3.10(a~~subsection 3.4(a), the ~~Administrative Agent or the~~ Issuing ~~Lender~~ Bank receives any payment related to such Letter of Credit (whether directly from the ~~Borrower~~ Company or otherwise, including proceeds of collateral applied thereto by the Issuing ~~Lender~~Bank), or any payment of interest on account thereof, the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by ~~Administrative Agent or~~ the Issuing ~~Lender, as the case may be,~~ Bank shall be required to be returned by the ~~Administrative Agent or the~~ Issuing ~~Lender~~Bank, such L/C Participant shall return to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank the portion thereof previously distributed by the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Bank to it.

Appears in 1 contract

Samples: Credit Agreement (Hca Inc/Tn)

L/C Participations. (a) The Issuing ~~Lender~~ Bank irrevocably agrees to ------------------ grant and hereby grants to each L/C Participant, and, to induce the Issuing ~~Lender~~ Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing ~~Lender~~Bank, on the terms and conditions ~~set forth below~~hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage in the Issuing ~~Lender’s~~ Bank's obligations and rights under ~~and in respect of~~ each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing ~~Lender~~ Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing ~~Lender~~ Bank that, if a draft is paid under any Letter of Credit for which the Issuing ~~Lender~~ Bank is not reimbursed in full by ~~the Borrower~~ ASI in accordance with the terms of this Agreement, such L/C Participant shall pay to the ~~Administrative Agent~~ Issuing Bank upon demand of at the Issuing ~~Lender~~ Bank's address for notices specified herein an amount equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage of the amount of such draft, or any part thereof, ~~that~~ which is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (b) If any amount required to be paid by any L/C Participant to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank pursuant to ~~Section 3.10(a)~~ subsection 34 in respect of any unreimbursed portion of any payment made by the Issuing ~~Lender~~ Bank under any Letter of Credit is paid to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank on demand an amount equal to the product of (i) such amount, times (~~ii)~~ ii the daily average Federal Funds Effective ~~Rate~~ Rate, as quoted by the Issuing Bank, 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~~Bank, times (~~iii)~~ ii 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 3.10(a)~~ subsection 34 is not in fact made available to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank by such L/C Participant within three ~~(3)~~ Business Days after the date such payment is due, the Issuing ~~Lender~~ Bank 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 ~~Base Rate~~ ABR Loans ~~under the Revolving Facility~~hereunder. A certificate of the Issuing ~~Lender~~ Bank submitted to any L/C Participant with respect to any amounts owing under this ~~Section~~ subsection shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing ~~Lender~~ Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with ~~Section 3.10(a)~~subsection 34, the ~~Administrative Agent or the~~ Issuing ~~Lender~~ Bank receives any payment related to such Letter of Credit (whether directly from ~~the Borrower~~ ASI or otherwise, including proceeds of collateral applied thereto by the Issuing ~~Lender~~Bank), or any payment of interest on account thereof, the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Bank will distribute to such L/C Participant its pro rata share thereof; provided, -------- however, that in the event that any such payment received by ~~Administrative Agent or~~ the Issuing ~~Lender, as the case may be,~~ Bank ------- shall be required to be returned by the ~~Administrative Agent or the~~ Issuing ~~Lender~~Bank, such L/C Participant shall return to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank the portion thereof previously distributed by the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Bank to it.

Appears in 1 contract

Samples: Credit Agreement (Asi Solutions Inc)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section ~~3.10(a~~2.8(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) 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 Base Rate 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. (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 pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.the

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Energy Corp)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section ~~3.10(a~~2.8(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 ~~3.10(a~~2.8(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate 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. (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 pro rata share of such payment in accordance with Section ~~3.10(a~~2.8(a), the Administrative Agent or the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, ~~including~~ in- cluding proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, 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 Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 1 contract

Samples: Credit Agreement (Business Sound Inc)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section ~~3.10(a~~3.11(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 ~~3.10(a~~3.11(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate 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. (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 pro rata share of such payment in accordance with Section ~~3.10(a~~3.11(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 1 contract

Samples: Credit Agreement (Valassis Communications Inc)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of ~~Credit hereunder~~Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s ~~Revolving~~ Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit ~~issued hereunder~~ and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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~~ Issuing Lender upon demand of at the Issuing ~~Lender~~ Lender’s address for notices specified herein an amount equal to such L/C Participant’s ~~Revolving~~ Percentage of the amount of such draft, or any part thereof, that is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (b) If any amount required to be paid by any L/C Participant to the ~~Administrative Agent for the account of the~~ Issuing Lender pursuant to Section ~~3.10(a~~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 ~~Administrative Agent for the account of the~~ Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to ~~the Administrative Agent for the account of~~ 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 ~~3.10(a~~3.4(a) is not made available to ~~the Administrative Agent for the account of~~ the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 ~~Base Rate~~ 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. (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 pro rata share of such payment in accordance with Section ~~3.10(a~~3.4(a), ~~the Administrative Agent or~~ 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 ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ 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 ~~Administrative Agent or~~ the Issuing ~~Lender, as the case may be,~~ Lender shall be required to be returned by ~~the Administrative Agent or~~ the Issuing Lender, such L/C Participant shall return to the ~~Administrative Agent for the account of the~~ Issuing Lender the portion thereof previously distributed by the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Lender to it.

Appears in 1 contract

Samples: Credit Agreement (National Financial Partners Corp)

L/C Participations. (a) ~~The~~ By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Lender or the Lenders, each Issuing Lender hereby irrevocably ~~agrees to grant and hereby~~ grants to each ~~L/C Participant~~Lender, ~~and~~and each Lender hereby acquires from such Issuing Lender, a participation in such Letter of Credit equal to ~~induce~~ such Lender’s Commitment Percentage of the ~~Issuing~~ aggregate amount available to be drawn under such Letter of Credit. Each Lender acknowledges and agrees that its obligation to ~~issue~~ acquire participations pursuant to this paragraph in respect of Letters of Credit ~~hereunder~~is absolute and unconditional and shall not be affected by any circumstance whatsoever, ~~each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender~~including any amendment, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect renewal or extension of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit ~~for which~~ or the ~~Issuing Lender is not reimbursed in full~~ occurrence and continuance of a Default or reduction or termination of the Commitments, or expiration, termination or cash collateralization of any Letter of Credit and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. All calculations of the Lenders’ Commitment Percentages shall be made from time to time by the ~~Borrower in accordance with the terms of this Agreement~~Administrative Agent, ~~such L/C Participant~~ which calculations shall pay to the Administrative Agent upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lenderbe conclusive absent manifest error. (b) If the Borrowers fail to reimburse the applicable Issuing Lender on the due date as provided in Subsection 3.5, such Issuing Lender shall notify the Administrative Agent and the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Commitment Percentage thereof. Each Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 P.M., New York City time, on such date (or, if such Lender shall have received such notice later than 12:00 P.M., New York City time, on any day, not later than 11:00 A.M., New York City time, on the next succeeding Business Day), the Dollar Equivalent of an amount equal to such Lender’s Commitment Percentage of the unreimbursed L/C Disbursement in the same manner as provided in Subsection 2.2 with respect to Loans made by such Lender, and the Administrative Agent will promptly pay to the applicable Issuing Lender the amounts so received by it from the Lenders. The Administrative Agent will promptly pay to the applicable Issuing Lender any amounts received by it from the Borrowers pursuant to the above clause (a) prior to the time that any Lender makes any payment pursuant to the preceding sentence and any such amounts received by the Administrative Agent from the Borrowers thereafter will be promptly remitted by the Administrative Agent to the Lender that shall have made such payments and to such Issuing Lender, as appropriate. (c) If any Lender shall not have made its Commitment Percentage of such L/C Disbursement available to the Administrative Agent as provided above, each of such Lender and each Borrower severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid ~~by any L/C Participant~~ in accordance with the foregoing to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of the Issuing Lender on demand an amount equal to the product of at (i) ~~such amount~~in the case of Borrower, 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 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) 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 Base Rate 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 set forth in Subsection 3.5(b) and (ii) in the ~~absence~~ case of ~~manifest error. (c) Whenever~~such Lender, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned a rate determined by the Administrative Agent in accordance with banking industry rules or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to itpractices on interbank compensation.

Appears in 1 contract

Samples: Credit Agreement (SiteOne Landscape Supply, Inc.)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section ~~3.10(a~~2.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 ~~3.10(a~~2.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate ~~Loans under the Revolving Facility~~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. (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 pro rata share of such payment in accordance with Section ~~3.10(a~~2.10(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, ~~however,~~ that ~~in the event that~~ if any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed ~~by the Administrative Agent or the Issuing Lender, as the case may be,~~ to itsuch L/C Participant.

Appears in 1 contract

Samples: Credit Agreement (Del Laboratories Inc)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate 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. (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 pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, ~~however,~~ that ~~in the event that~~ if any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed ~~by the Administrative Agent or the Issuing Lender, as the case may be,~~ to itsuch L/C Participant.

Appears in 1 contract

Samples: Credit Agreement (Del Pharmaceuticals, Inc.)

L/C Participations. (a) The Issuing ~~Lender~~ Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing ~~Lender~~ Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing ~~Lender~~Bank, on the terms and conditions ~~set forth below~~hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage in the Issuing ~~Lender’s~~ Bank's obligations and rights under ~~and in respect of~~ each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing ~~Lender~~ Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing ~~Lender~~ Bank that, if a draft is paid under any Letter of Credit for which the Issuing ~~Lender~~ Bank 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~~ Issuing Bank upon demand of at the Issuing ~~Lender~~ Bank's address for notices specified herein an amount equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage of the amount of such draft, or any part thereof, ~~that~~ which is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (b) If any amount required to be paid by any L/C Participant to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank pursuant to Section ~~3.10(a~~3.04(a) in respect of any unreimbursed portion of any payment made by the Issuing ~~Lender~~ Bank under any Letter of Credit is paid to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank on demand an amount equal to the product of ~~(i)~~ such amount, times ~~(ii)~~ the daily average Federal ~~Funds Effective Rate~~ funds rate, as quoted by the Issuing Bank, 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~~Bank, 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 ~~3.10(a~~3.04(a) is not in fact made available to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank by such L/C Participant within three ~~(3)~~ Business Days after the date such payment is due, the Issuing ~~Lender~~ Bank 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 ~~Base Rate~~ ABR Loans ~~under the Revolving Facility~~hereunder. A certificate of the Issuing ~~Lender~~ Bank submitted to any L/C Participant with respect to any amounts owing under this ~~Section~~ subsection shall be conclusive in the absence of manifest error. (c) Whenever, at any time after the Issuing ~~Lender~~ Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section ~~3.10(a~~3.04(a), the ~~Administrative Agent or the~~ Issuing ~~Lender~~ Bank receives any payment related to such Letter of Credit (whether directly from the ~~Borrower~~ Borrowers or otherwise, including proceeds of collateral applied thereto by the Issuing ~~Lender~~Bank), or any payment of interest on account thereof, the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by ~~Administrative Agent or~~ the Issuing ~~Lender, as the case may be,~~ Bank shall be required to be returned by the ~~Administrative Agent or the~~ Issuing ~~Lender~~Bank, such L/C Participant shall return to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank the portion thereof previously distributed by the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Bank to it.

Appears in 1 contract

Samples: Credit Agreement (Caribiner International Inc)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions ~~set forth below~~hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage in the Issuing Lender’s 's obligations and rights under ~~and in respect of~~ each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by ~~the Borrower~~ HCC in accordance with the terms of this Agreement, such L/C Participant shall pay to the ~~Administrative Agent~~ Issuing Lender upon demand of at the Issuing ~~Lender~~ Lender's address for notices specified herein an amount in Dollars equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage of the amount of the Dollar Equivalent of such ~~draft~~draft (calculated on the date such draft is paid by the Issuing Lender), or any part thereof, ~~that~~ which is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (b) If any amount required to be paid by any L/C Participant to the ~~Administrative Agent for the account of the~~ Issuing Lender pursuant to ~~Section 3.10(a~~paragraph 4.4 (a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the ~~Administrative Agent for the account of the~~ Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the ~~Administrative Agent for the account of the~~ Issuing Lender on demand an amount equal to the product of (i1) such amount, times (ii2) the daily average Federal ~~Funds Effective Rate~~ funds rate, as quoted by the Issuing Lender, 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~~3) 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 3.10(a~~paragraph 4.4(a) is not in fact made available to ~~the Administrative Agent for the account of~~ the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 ~~Base Rate~~ ABR Loans ~~under the Revolving Facility~~hereunder. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this ~~Section~~ subsection 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 L/C Participant its pro rata share of such payment in accordance with ~~Section 3.10(a~~subsection 4.4(a), ~~the Administrative Agent or~~ the Issuing Lender receives any payment related to such Letter of Credit (whether directly from ~~the Borrower~~ HCC or otherwise~~, including proceeds of collateral applied thereto by the Issuing Lender~~), or any payment of interest on account thereof, the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ 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 ~~Administrative Agent or~~ the Issuing ~~Lender, as the case may be,~~ Lender shall be required to be returned by ~~the Administrative Agent or~~ the Issuing Lender, such L/C Participant shall return to the ~~Administrative Agent for the account of the~~ Issuing Lender the portion thereof previously distributed by the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Lender to it.

Appears in 1 contract

Samples: Credit Agreement (Hanover Compressor Co /)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of ~~Credit hereunder~~Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s ~~Revolving~~ Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit ~~issued hereunder~~ and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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~~ Issuing Lender upon demand of at the Issuing ~~Lender~~ Lender’s address for notices specified herein an amount equal to such L/C Participant’s ~~Revolving~~ Percentage of the amount of such draft, or any part thereof, that is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (b) If any amount required to be paid by any L/C Participant to the ~~Administrative Agent for the account of the~~ Issuing Lender pursuant to Section ~~3.10(a~~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 ~~Administrative Agent for the account of the~~ Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to ~~the Administrative Agent for the account of~~ 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 ~~3.10(a~~3.4(a) is not made available to ~~the Administrative Agent for the account of~~ the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 ~~Base Rate~~ 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. (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 pro rata share of such payment in accordance with Section ~~3.10(a~~3.4(a), ~~the Administrative Agent or~~ 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 ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ 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 ~~Administrative Agent or~~ the Issuing ~~Lender, as the case may be,~~ Lender shall be required to be returned by ~~the Administrative Agent or~~ the Issuing Lender, such L/C Participant shall return to the ~~Administrative Agent for the account of the~~ Issuing Lender the portion thereof previously distributed by the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Lender to it.

Appears in 1 contract

Samples: Credit Agreement (National Financial Partners Corp)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate 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. (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 pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the Table of Contents portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 1 contract

Samples: Credit Agreement (Lodgenet Entertainment Corp)

L/C Participations. (a) ~~The~~ Each Issuing ~~Lender~~ Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce ~~the~~ such Issuing ~~Lender~~ Bank to issue Letters of Credit hereunder, each L/C Participant, (unless the Administrative Agent has received a written Notice of Declining Lender from such L/C Participant prior to 5:00 p.m., New York time, one (1) Business Day prior to the Administrative Agent’s receipt of any Application in which event the provisions of Section 2.8 of this Agreement shall be applicable), irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing ~~Lender~~Bank, on the terms and conditions ~~set forth below~~hereinafter stated, for such L/C Participant’s own account and ~~risk~~ risk, an undivided interest equal to such L/C Participant’s ~~Revolving~~ Uncommitted Participation Percentage in the Issuing ~~Lender~~Bank’s obligations and rights under ~~and in respect of~~ each Letter of Credit issued hereunder and the amount of each draft paid by ~~the~~ such Issuing ~~Lender~~ Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with ~~the~~ each Issuing ~~Lender~~ Bank that, if a draft is paid under any Letter of Credit for which ~~the~~ an Issuing ~~Lender~~ Bank 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~~ such Issuing Bank upon demand of at the Issuing ~~Lender~~ Bank’s address for notices specified herein an amount equal to such L/C Participant’s ~~Revolving~~ Uncommitted Participation Percentage (or such greater amount in accordance with Section 2.8 of this Agreement after the occurrence of a Conversion to Approving Lender Funding Date) of the amount of such draft, or any part thereof, ~~that~~ which is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (b) If any amount required to be paid by any L/C Participant to ~~the Administrative Agent for the account of the~~ any Issuing ~~Lender~~ Bank pursuant to Section ~~3.10(a~~3.4(a) of this Agreement in respect of any unreimbursed portion of any payment made by ~~the~~ such Issuing ~~Lender~~ Bank under any Letter of Credit is paid to ~~the Administrative Agent for the account of the~~ such Issuing ~~Lender~~ Bank within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to ~~the Administrative Agent for the account of the~~ such Issuing ~~Lender~~ Bank on demand an amount equal to the product of (i1) such amount, times (ii2) the daily average ~~Federal Funds Effective Rate~~ federal funds rate, as quoted by the Issuing Bank, 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~~Bank, times (~~iii~~3) 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 ~~3.10(a~~3.4(a) of this Agreement is not in fact made available to ~~the Administrative Agent for the account of the~~ such Issuing ~~Lender~~ Bank by such L/C Participant within three ~~(3)~~ Business Days after the date such payment is due, ~~the~~ such Issuing ~~Lender~~ Bank 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 Base Rate Loans ~~under the Revolving Facility~~hereunder. A certificate of ~~the~~ any Issuing ~~Lender~~ Bank submitted to any L/C Participant with respect to any amounts owing under this Section 3.4(b) shall be conclusive in the absence of manifest error. (c) Whenever, at any time after ~~the~~ an Issuing ~~Lender~~ Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section ~~3.10(a)~~3.4(a) of this Agreement, ~~the Administrative Agent or the~~ such Issuing ~~Lender~~ Bank receives any payment related to such Letter of Credit (whether directly from the ~~Borrower~~ Borrowers or otherwise, including proceeds of collateral applied thereto by the Issuing ~~Lender~~Bank), or any payment of interest on account thereof, ~~the Administrative Agent or the~~ such Issuing ~~Lender, as the case may be,~~ Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by ~~Administrative Agent or the~~ such Issuing ~~Lender, as the case may be,~~ Bank shall be required to be returned by the ~~Administrative Agent or the~~ Issuing ~~Lender~~Bank, such L/C Participant shall return to ~~the Administrative Agent for the account of the~~ such Issuing ~~Lender~~ Bank the portion thereof previously distributed by ~~the Administrative Agent or the~~ such Issuing ~~Lender, as the case may be,~~ Bank to it. (d) Each L/C Participant’s obligation to make the reimbursement referred to in Section 3.4(a) of this Agreement shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Bank, the Administrative Agent, any Borrower, or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any failure to satisfy any condition precedent to extensions of credit set forth in Section 6 of this Agreement, (iv) any adverse change in the condition (financial or otherwise) of any Borrower, (v) any breach of this Agreement by any Borrower, any Lender, any Issuing Bank, or the Administrative Agent, or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Appears in 1 contract

Samples: Uncommitted Credit Agreement (Par Petroleum Corp/Co)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section ~~3.10(a~~3.4(a) in respect of any unreimbursed portion of any payment made by the Administrative Agent for the account of the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 ~~3.10(a~~3.4(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate 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. (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 pro rata share of such payment in accordance with Section ~~3.10(a~~3.4(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, 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 Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 1 contract

Samples: Credit Agreement (Inamed Corp)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each ~~L/C Participant~~Lender, and, to induce 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 the Issuing Lender, on the terms and conditions ~~set forth below~~hereinafter stated, for such ~~L/C Participant’s~~ Lender's own account and risk an undivided interest equal to such ~~L/C Participant’s Revolving~~ Lender's Specified Percentage (determined on the date of issuance of the relevant Letter of Credit) in the Issuing Lender’s 's obligations and rights under ~~and in respect of~~ each Letter of Credit issued ~~hereunder~~ by the Issuing Lender and the amount of each draft paid by the Issuing Lender thereunder. Each ~~L/C Participant~~ Lender unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit issued by the Issuing Lender for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with ~~the terms of this Agreement~~Section 3.5(a), such ~~L/C Participant~~ Lender shall pay to the ~~Administrative Agent~~ Issuing Lender upon demand of at the Issuing ~~Lender~~ Lender's address for notices specified herein an amount equal to such ~~L/C Participant’s Revolving~~ Lender's Specified Percentage of the amount of such draft, or any part thereof, ~~that~~ which is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (b) If In addition to any amount required to be paid by any ~~L/C Participant~~ Lender to ~~the Administrative Agent for the account of~~ the Issuing Lender pursuant to Section ~~3.10(a~~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 Administrative Agent for the account of the Issuing Lender within three (3) Business Days after the date such payment is due~~Credit, such ~~L/C Participant~~ Lender shall pay to ~~the Administrative Agent for the account of~~ 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 (which due date, for the purposes of this paragraph (b), shall be deemed to be the date on which such Lender shall have received notice from the Issuing Lender of the amount required to be paid) 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 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) 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 Base Rate Loans under the Revolving Facility. A certificate of the Issuing Lender submitted to any ~~L/C Participant~~ 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 ~~L/C Participant~~ Lender its pro rata share of such payment in accordance with Section ~~3.10(a~~3.4(a), ~~the Administrative Agent or~~ 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 ~~Administrative Agent or the~~ Issuing ~~Lender~~Lender will, ~~as the case may be~~if such payment is received prior to 12:00 P.M., ~~will~~ Dallas, Texas time, on a Business Day, distribute to such ~~L/C Participant~~ Lender its pro rata share ~~thereof~~thereof on the same Business Day or if received later than 12:00 P.M. on the next succeeding Business Day; ~~provided~~provided that, ~~however, that~~ in the event that any such payment received by ~~Administrative Agent or~~ the Issuing ~~Lender, as the case may be,~~ Lender shall be required to be returned by the ~~Administrative Agent or the~~ Issuing Lender, such ~~L/C Participant~~ Lender shall return to ~~the Administrative Agent for the account of~~ the Issuing Lender the portion thereof previously distributed by the ~~Administrative Agent~~ Issuing Lender to it. (d) Notwithstanding anything to the contrary in this Agreement, each Lender's obligation to make the Committed 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, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against the Issuing Lender, as the ~~case may be~~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 6; (iii) any adverse change in the condition (financial or otherwise) of any Loan Party; (iv) any breach of this Agreement or any other Loan Document by any Loan Party or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to itany of the foregoing.

Appears in 1 contract

Samples: Credit Agreement (Media General Inc)

L/C Participations. (a) The Issuing ~~Lender~~ Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing ~~Lender~~ Bank to issue Letters of ~~Credit hereunder~~Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing ~~Lender~~Bank, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage in the Issuing ~~Lender’s~~ Bank's obligations and rights under and in respect of each Letter of Credit ~~issued hereunder~~ and the amount of each draft paid by the Issuing ~~Lender~~ Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing ~~Lender~~ Bank that, if a draft is paid under any Letter of Credit for which the Issuing ~~Lender~~ Bank is not reimbursed in full by the ~~Borrower~~ Company in accordance with the terms of this Agreement, such L/C Participant shall pay to the ~~Administrative Agent~~ Issuing Bank upon demand of at the Issuing ~~Lender~~ Bank's address for notices specified herein an amount equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage of the amount of such draft, or any part thereof, that is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (b) If any amount required to be paid by any L/C Participant to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank pursuant to ~~Section 3.10(a~~subsection 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing ~~Lender~~ Bank under any Letter of Credit is paid to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank 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~~Bank, 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 3.10(a~~subsection 3.4(a) is not made available to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank by such L/C Participant within three ~~(3)~~ Business Days after the date such payment is due, the Issuing ~~Lender~~ Bank 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 Base Rate Loans ~~under the Revolving Facility~~hereunder. A certificate of the Issuing ~~Lender~~ Bank 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 Issuing ~~Lender~~ Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with ~~Section 3.10(a~~subsection 3.4(a), the ~~Administrative Agent or the~~ Issuing ~~Lender~~ Bank receives any payment related to such Letter of Credit (whether directly from the ~~Borrower~~ Company or otherwise~~, including proceeds of collateral applied thereto by the Issuing Lender~~), or any payment of interest on account thereof, the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by ~~Administrative Agent or~~ the Issuing ~~Lender, as the case may be,~~ Bank shall be required to be returned by the ~~Administrative Agent or the~~ Issuing ~~Lender~~Bank, such L/C Participant shall return to the ~~Administrative Agent for the account of the~~ Issuing ~~Lender~~ Bank the portion thereof previously distributed by the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Bank to it.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Cit Group Inc)

L/C Participations. (a) ~~The~~ Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce ~~the~~ such Issuing Lender to issue Letters of ~~Credit hereunder~~Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from ~~the~~ such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender.83 [[6103614]] (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of ~~the~~ any Issuing Lender pursuant to Section ~~3.10(a~~3.4(a) in respect of any unreimbursed portion of any payment made by ~~the~~ such Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of ~~the~~ such Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of ~~the~~ 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 ~~the~~ 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 ~~3.10(a~~3.4(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three ~~(3)~~ Business Days after the date such payment is due, ~~the~~ 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 ~~Base Rate~~ ABR Loans under the Revolving Facility. A certificate of the relevant Issuing Lender submitted to any relevant L/C Participant with respect to any amounts owing under this Section 3.4 shall be ~~conclusive~~ presumptively correct in the absence of ~~manifest~~ demonstrable error. (c) Whenever, at any time after ~~the~~ any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section ~~3.10(a~~3.4(a), ~~the Administrative Agent or the~~ such 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~~ such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent or for the ~~Issuing Lender, as the case may be, will distribute to~~ account of such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by ~~Administrative Agent or the~~ such Issuing ~~Lender, as the case may be,~~ Lender shall be required to be returned by ~~the Administrative Agent or the~~ such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of ~~the~~ such Issuing Lender the portion thereof previously distributed by ~~the Administrative Agent or the~~ such Issuing ~~Lender, as the case may be,~~ Lender to it. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event an L/C Participant becomes a Defaulting Lender, then such Defaulting Lender’s Revolving Percentage in all outstanding Letters of Credit will automatically be reallocated among the L/C Participants that are Non-Defaulting Lenders pro rata in accordance with each Non-Defaulting Lender’s Revolving Percentage (calculated without regard to the Revolving Commitment of the Defaulting 84 [[6103614]]

Appears in 1 contract

Samples: Credit Agreement (Booz Allen Hamilton Holding Corp)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of the Issuing Lender on demand an amount equal to the product of (i) such amount, ~~times~~ multiplied by (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~~ multiplied by (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 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate 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. (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 pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 1 contract

Samples: Credit Agreement (Dobson Communications Corp)

L/C Participations. (a) ~~The~~ Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce ~~the~~ such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from ~~the~~ such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in ~~the~~ such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder by such Issuing Lender and the amount of each draft paid by ~~the~~ such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with ~~the~~ such Issuing Lender that, if a draft is paid under any Letter of Credit for which ~~the~~ 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 upon demand of ~~the~~ such Issuing Lender an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to ~~the~~ such Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed portion of any payment made by ~~the~~ any Issuing Lender under any Letter of Credit issued by such Issuing Lender is paid to the Administrative Agent for the account of ~~the~~ such Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of ~~the~~ 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 ~~the~~ 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 3.10(a) is not made available to the Administrative Agent for the account of ~~the~~ such Issuing Lender by such L/C Participant within three ~~(3)~~ Business Days after the date such payment is due, ~~the~~ 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 Base Rate Loans under the Revolving Facility. A certificate of ~~the~~ an 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~~ an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or ~~the~~ such 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~~ such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or ~~the~~ such Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or ~~the~~ such Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or ~~the~~ such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of ~~the~~ such Issuing Lender the portion thereof previously distributed by the Administrative Agent or ~~the~~ such Issuing Lender, as the case may be, to it. (d) Each Revolving Lender’s obligation to purchase participating interests in unreimbursed drafts pursuant to Section 3.10(a) 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 Revolving Lender or the Borrower may have against 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 6; (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, any other Loan Party or any other Revolving Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Appears in 1 contract

Samples: Credit Agreement (Wta Inc)

L/C Participations. (a) ~~The~~ Each Issuing ~~Lender~~ Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce ~~the~~ such Issuing ~~Lender~~ Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing ~~Lender~~Bank, on the terms and conditions ~~set forth below~~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 Commitment Percentage in the Issuing ~~Lender’s~~ Bank's obligations and rights under ~~and in respect of~~ each Letter of Credit issued by it hereunder and the amount of each draft paid by the Issuing ~~Lender~~ Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with ~~the~~ such Issuing ~~Lender~~ Bank that, if a draft is paid under any Letter of Credit for which ~~the~~ such Issuing ~~Lender~~ Bank is not reimbursed in full by the ~~Borrower~~ relevant Approved Account Party in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank (through the Administrative ~~Agent~~ Agent) upon demand ~~of the Issuing Lender~~ 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. The Administrative Agent shall promptly forward such amounts~~ reimbursed (or, in the case of any Special Letter of Credit which is not denominated in Dollars, the amount of Dollars necessary so that, following conversion by the Issuing Bank into the relevant denomination currency at the spot rate of exchange available to the Issuing ~~Lender~~Bank on the date of payment, such L/C Participant shall have purchased its ratable share of such draft). (b) If any amount required to be paid by any L/C Participant to ~~the Administrative Agent for the account of the~~ an Issuing ~~Lender~~ Bank pursuant to ~~Section 3.10(a~~paragraph 4.4(a) in respect of any unreimbursed portion of any payment made by ~~the~~ such Issuing ~~Lender~~ Bank under any Letter of Credit issued by it is paid to ~~the Administrative Agent for the account of the~~ such Issuing ~~Lender~~ Bank within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Bank (through the Administrative ~~Agent for the account of the Issuing Lender~~ Agent) on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate (or, with respect to Special Letters of Credit which are not denominated in Dollars, the rate which reasonably represents such Issuing Bank's cost of funds), as quoted by such Issuing Bank, during the period from and including the date such payment is required to the date on which such payment is immediately available to ~~the~~ such Issuing ~~Lender~~Bank, 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 3.10(a~~paragraph 4.4(a) is not in fact made available to ~~the Administrative Agent for the account of the~~ such Issuing ~~Lender~~ Bank by such L/C Participant within three ~~(3)~~ Business Days after the date such payment is due, ~~the~~ such Issuing ~~Lender~~ Bank 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 ~~Base Rate~~ ABR Loans ~~under~~ hereunder (or, in the ~~Revolving Facility~~case of Special Letters of Credit which are not denominated in Dollars, at a rate equal to the rate which is reasonably determined by such Issuing Bank to reflect its cost of funding in the relevant currency plus the Applicable Margin then in effect with respect to ABR Loans). A certificate of ~~the~~ such Issuing ~~Lender~~ Bank submitted to any L/C Participant (through the Administrative Agent) with respect to any amounts owing under this ~~Section~~ subsection 4.4 shall be conclusive in the absence of manifest error. (c) Whenever, at any time after ~~the~~ an Issuing ~~Lender~~ Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with ~~Section 3.10(a~~subsection 4.4(a), ~~the Administrative Agent or the~~ such Issuing ~~Lender~~ Bank receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by ~~the~~ such Issuing ~~Lender~~Bank), or any payment of interest on account thereof, such Issuing Bank will distribute to the Administrative Agent or (for the ~~Issuing Lender, as the case may be, will distribute to~~ account of such L/C ~~Participant its~~ Participant) such L/C Participant's pro rata share thereof; provided, however, that in the event that any such payment received by ~~Administrative Agent or the~~ such Issuing ~~Lender, as the case may be,~~ Bank shall be required to be returned by ~~the Administrative Agent or the~~ such Issuing ~~Lender~~Bank, such L/C Participant shall return to such Issuing Bank (through the Administrative ~~Agent for the account of the Issuing Lender~~ Agent) the portion thereof previously distributed by ~~the Administrative Agent or the~~ such Issuing ~~Lender, as the case may be,~~ Bank to it.

Appears in 1 contract

Samples: Credit Agreement (Reebok International LTD)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant’s 's Revolving Percentage in the Issuing Lender’s 's obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which 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 upon demand of the Issuing Lender an amount equal to such L/C Participant’s 's Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the Issuing Lender. (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for the account of the Issuing Lender pursuant to Section ~~3.10(a~~2.10(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Administrative Agent for the account of the Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of 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 ~~3.10(a~~2.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate ~~Loans under the Revolving Facility~~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. (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 pro rata share of such payment in accordance with Section ~~3.10(a~~2.10(a), the Administrative Agent or 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 Administrative Agent or the Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by Administrative Agent or the Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the Issuing Lender, as the case may be, to it.

Appears in 1 contract

Samples: Revolving Credit Agreement (Haights Cross Communications Inc)

L/C Participations. (a) The Issuing Lender irrevocably agrees to ------------------ grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions ~~set forth below~~hereinafter stated, for such L/C Participant’s 's own account and risk an undivided interest equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage (as in effect from time to time) in the Issuing Lender’s 's obligations and rights under ~~and in respect of~~ each Letter of Credit ~~issued hereunder~~ and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with ~~the terms of this Agreement~~subsection 3.5(a), such L/C Participant shall pay to the ~~Administrative Agent upon demand of~~ Issuing Lender at the Issuing ~~Lender~~ Lender's address for notices specified herein an amount equal to such L/C Participant~~’s Revolving~~ 's Commitment Percentage (in effect on the date of such demand) of the amount of such draft, or any part thereof, ~~that~~ which is not so reimbursed~~. The Administrative Agent~~ , such payment to be made by such L/C Participant on the date (which shall ~~promptly forward such amounts to~~ be a Business Day) a demand therefor is made by the Issuing ~~Lender~~Lender (if such demand is made prior to 12:00 P.M., New York City time on such date) or on the next Business Day (if such demand is made after 12:00 P.M., New York City time on such date). (b) If any amount required to be paid by any L/C Participant to the ~~Administrative Agent for the account of the~~ Issuing Lender pursuant to ~~Section 3.10(a~~subsection 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 ~~Administrative Agent for the account of the~~ Issuing Lender within three ~~(3)~~ Business Days after the date such payment is due, such L/C Participant shall pay to the ~~Administrative Agent for the account of the~~ Issuing Lender on demand an amount equal to the product of ~~(i)~~ such amount, times ~~(ii)~~ the daily average Federal Funds Effective ~~Rate~~ Rate, as quoted by the Issuing Lender, 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 3.10(a~~subsection 3.4(a) is not in fact made available to ~~the Administrative Agent for the account of~~ the Issuing Lender by such L/C Participant within three ~~(3)~~ 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 Base Rate Loans ~~under the Revolving Facility~~hereunder. A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this ~~Section~~ subsection 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 L/C Participant its pro rata --- ---- share of such payment in accordance with ~~Section 3.10(a~~subsection 3.4 (a), ~~the Administrative Agent or~~ the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of ~~collateral~~ Collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the ~~Administrative Agent or the~~ Issuing ~~Lender~~Lender will, ~~as the case may be~~if such payment is received prior to 12:00 Noon, ~~will~~ New York City time, on a Business Day, distribute to such L/C Participant its pro rata --- ---- share ~~thereof~~thereof prior to the end of such Business Day and otherwise the Issuing Lender will distribute such payment on the next succeeding Business Day; provided, however, that in the event that any such payment received by ~~Administrative Agent or~~ the -------- ------- Issuing ~~Lender, as the case may be,~~ Lender shall be required to be returned by ~~the Administrative Agent or~~ the Issuing Lender, such L/C Participant shall return to the ~~Administrative Agent for the account of the~~ Issuing Lender the portion thereof previously distributed by the ~~Administrative Agent or the~~ Issuing ~~Lender, as the case may be,~~ Lender to it.

Appears in 1 contract

Samples: Credit Agreement (CDW Holding Corp)

L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce 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 the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the ~~Issuing Lender~~ Administrative Agent that, if a draft is paid under any Letter of Credit for which the Administrative Agent (or such Issuing ~~Lender~~ Bank) is not reimbursed in full by the ~~Borrower~~ Borrowers through a Revolving Credit Loan or if an L/C Collateral Event has occurred and as a result L/C Cash Collateral has been paid to the Administrative Agent, by applying L/C Cash Collateral thereagainst (but without reducing the balance in the L/C Cash Collateral Account below 105% of the remaining outstanding L/C Obligations) or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent (for account of such Issuing Bank) upon demand of at the ~~Issuing Lender~~ Administrative Agent’s address for notices specified herein an amount equal to such L/C Participant’s ~~Revolving~~ Commitment Percentage of the amount of such draft, or any part thereof, ~~that~~ which is not so reimbursed~~. The Administrative Agent shall promptly forward such amounts to the Issuing Lender~~. (b) If Upon becoming aware of any amount required to be paid by any L/C Participant to the Administrative Agent ~~for the account of the Issuing Lender~~ pursuant to Section ~~3.10(a~~3.4(a) in respect of any unreimbursed portion of any payment made by ~~the~~ any Issuing ~~Lender~~ Bank under any Letter of ~~Credit~~ Credit, the Administrative Agent shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent the amount specified on the applicable due date. If any such amount is paid to the Administrative Agent ~~for the account of the Issuing Lender within three (3) Business Days~~ after the date such payment is due, such L/C Participant shall pay to the Administrative Agent (for ~~the~~ account of the Issuing ~~Lender~~ Bank) on ~~demand an amount equal~~ demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds ~~Effective~~ Rate as determined by the Administrative Agent during the period from and including the date such payment is ~~required~~ due to the date on which such payment is immediately available to the ~~Issuing Lender~~Administrative Agent, 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 3.10(a) is not made available to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within three (3) 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 Base Rate Loans under the Revolving Facility. A certificate of the ~~Issuing Lender submitted to any L/C Participant~~ Administrative Agent with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Administrative Agent 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~~ any Issuing ~~Lender~~ Bank has made payment under any Letter of Credit and the Administrative Agent has received from any L/C Participant its ~~pro rata share~~ Commitment Percentage of such payment in accordance with ~~Section 3.10(a)~~this Section, the Administrative Agent ~~or the~~ receives from such Issuing ~~Lender receives~~ Bank any payment that such Issuing Bank received related to such Letter of Credit (whether directly from the ~~Borrower~~ Borrowers or otherwise~~, including proceeds of collateral applied thereto by the Issuing Lender~~), or any payment of interest on account thereof, the Administrative Agent ~~or the Issuing Lender, as the case may be,~~ 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 Administrative Agent ~~or the~~ from such Issuing ~~Lender, as the case may be,~~ Lender shall be required to be returned by ~~the Administrative Agent or the~~ such Issuing Lender, such L/C Participant shall return to the Administrative Agent ~~for the account of the Issuing Lender~~ the portion thereof previously distributed by ~~the Administrative Agent or the~~ such Issuing ~~Lender, as the case may be,~~ Lender to it.

Appears in 1 contract

Samples: Credit Agreement (Broadview Networks Holdings Inc)

Common use of L/C Participations Clause in Contracts