Common use of Obligation of Lenders Clause in Contracts

Obligation of Lenders. In the event any Unreimbursed Amount that is not fully refinanced for any reason by Revolving Loans consisting of Base Rate Loans pursuant to Section 2.3(d), then LC Issuer shall so notify Administrative Agent, which, in turn, shall promptly notify each Lender of the Unreimbursed Amount and such Lender’s Commitment Percentage thereof. Each Lender shall promptly and unconditionally make available to Administrative Agent (for the account of LC Issuer) in immediately available funds such Lender’s Commitment Percentage of such unpaid reimbursement obligation, which funds shall be paid to Administrative Agent on or before the close of business on the Business Day on which such notice was given by Administrative Agent to Lenders (if given prior to 1:00 p.m., Dallas, Texas time) or on the next succeeding Business Day (if notice was given after 1:00 p.m., Dallas, Texas time). All such amounts payable by any such Lender shall include interest thereon accruing at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by LC Issuer in accordance with banking industry rules on interbank compensation from the day the applicable draft is paid by LC Issuer to (but not including) the date such amount is paid by such Lender to Administrative Agent. Until each Lender funds its participation pursuant to this Section 2.3(f) to reimburse LC Issuer for any amount drawn under any LC, interest in respect of such Lender’s Commitment Percentage of such amount shall be solely for the account of LC Issuer; provided that, once a Lender funds its participation (together with any interest owed with respect thereto) in accordance with this Section 2.3(f), then interest with respect to such Lender’s Commitment Percentage of the Unreimbursed Amount shall accrue for the account of such Lender from the date such funding from such Lender was due hereunder. The obligations of Lenders to make payments to Administrative Agent (for the account of LC Issuer) with respect to LCs shall be irrevocable and not subject to any qualification or exception whatsoever (other than the gross negligence or willful misconduct of LC Issuer) and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the Loan Documents; (ii) the existence of any claim, setoff, defense, or other right which such Lender may have at any time against a beneficiary named in an LC, any transferee of any LC (or any Person for whom any such transferee may be acting), LC Issuer, any Lender, or any other Person, whether in connection with this Agreement, any LC, the transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower and the beneficiary named in any such LC); (iii) any draft, certificate, or any other document presented under the LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; and (iv) the occurrence of any Default or Event of Default.

Obligation of Lenders. In the event any Unreimbursed Amount that is not fully refinanced for any reason by Revolving Loans consisting of Base Rate Loans pursuant to Section 2.3(d), then LC Issuer shall so notify Administrative Agent, which, in turn, shall promptly notify each Lender of the Unreimbursed Amount and such Lender’s Commitment Percentage thereof. Each Lender shall promptly and unconditionally make available to Administrative Agent (for the account of LC Issuer) in immediately available funds such Lender’s Commitment Percentage of such unpaid reimbursement obligation, which funds shall be paid to Administrative Agent on or before the close of business on the Business Day on which such notice was given by Administrative Agent to Lenders (if given prior to 1:00 p.m., Dallas, Texas time) or on the next succeeding Business Day (if notice was given after 1:00 p.m., Dallas, Texas time). All such amounts payable by any such Lender shall include interest thereon accruing at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by LC Issuer in accordance with banking industry rules on interbank compensation from the day the applicable draft is paid by LC Issuer to (but not including) the date such amount is paid by such Lender to Administrative Agent. Until each Lender funds its participation pursuant to this Section 2.3(f) to reimburse LC Issuer for any amount drawn under any LC, interest in respect of such Lender’s Commitment Percentage of such amount shall be solely for the account of LC Issuer; provided that, once a Lender funds its participation (together with any interest owed with respect thereto) in accordance with this Section 2.3(f), then interest with respect to such Lender’s Commitment Percentage of the Unreimbursed Amount shall accrue for the account of such Lender from the date such funding from such the Lender was due hereunder. The obligations of Lenders to make payments to Administrative Agent (for the account of LC Issuer) with respect to LCs shall be irrevocable and not subject to any qualification or exception whatsoever (other than the gross negligence or willful misconduct of LC Issuer) and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the Loan Documents; (ii) the existence of any claim, setoff, defense, or other right which such Lender may have at any time against a beneficiary named in an LC, any transferee of any LC (or any Person for whom any such transferee may be acting), LC Issuer, any Lender, or any other Person, whether in connection with this Agreement, any LC, the transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower and the beneficiary named in any such LC); (iii) any draft, certificate, or any other document presented under the LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; and (iv) the occurrence of any Default or Event of Default.

Obligation of Lenders. In If Borrower fails to reimburse --------------------- Administrative Agent as provided in Section 2.3(c) within 24 hours of the event any Unreimbursed Amount that is demand therefor by Administrative Agent and funds cannot fully refinanced for any reason by Revolving Loans consisting of Base Rate Loans pursuant be advanced under the Revolver Facility to Section 2.3(d)satisfy the reimbursement obligations, then LC Issuer shall so notify Administrative Agent, which, in turn, Agent shall promptly notify each Lender of Borrower's failure, of the Unreimbursed Amount date and amount of the draft paid, and of such Lender’s 's Commitment Percentage (based on the Revolver Facility) thereof. Each Lender shall promptly and unconditionally make fund its participation interest in such unreimbursed draft by making available to Administrative Agent (for the account of LC Issuer) in immediately available funds such Lender’s 's Commitment Percentage (based upon the Revolver Facility) of such unpaid reimbursement obligation, which funds shall be paid the unreimbursed draft. Funds are due and payable to Administrative Agent on or before the close of business on the Business Day on which such notice was given by when Administrative Agent gives notice to Lenders each Lender of Borrower's reimbursement failure (if given prior to 1:00 p.m., Dallas, Texas time) or on the next succeeding Business Day (if notice was given after 1:00 p.m., Dallas, Texas time). All such amounts payable by any such Lender shall include accrue interest thereon accruing at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by LC Issuer in accordance with banking industry rules on interbank compensation from the day the applicable draft is paid by LC Issuer Administrative Agent to (but not including) the date such the amount is paid by such the Lender to Administrative Agent. Until each Lender funds its participation pursuant to this Section 2.3(f2.3(e) to reimburse LC Issuer Administrative Agent for any amount drawn under any LC, interest in respect of such Lender’s 's Commitment Percentage of such amount shall be solely for the account of LC Issuer; provided that, once a Lender funds its participation (together with any interest owed with respect thereto) in accordance with this Section 2.3(f), then interest with respect to such Lender’s Commitment Percentage of the Unreimbursed Amount shall accrue for the account of such Lender from the date such funding from such Lender was due hereunderAdministrative Agent. The obligations of Lenders to make payments to Administrative Agent (for the account of LC IssuerAdministrative Agent) with respect to LCs shall be irrevocable and not subject to any qualification or exception whatsoever (other than the gross negligence or willful misconduct of LC IssuerAdministrative Agent) and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the Loan Documents; (ii) the existence of any claim, setoff, defense, or other right Right which such Lender Borrower may have at any time against a beneficiary named in an a LC, any transferee of any LC (or any Person for whom any such transferee may be acting), LC IssuerAdministrative Agent, any Lender, or any other Person, whether in connection with this Agreement, any LC, the transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower and the beneficiary named in any such LC); (iii) any draft, certificate, or any other document presented under the LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; and (iv) the occurrence of any Potential Default or Event of Default.

Obligation of Lenders. In If Borrower fails to reimburse Administrative Agent as provided in SECTION 2.5(c) within 24 hours of the event any Unreimbursed Amount that is demand therefor by Administrative Agent and funds cannot fully refinanced for any reason by Revolving Loans consisting of Base Rate Loans pursuant be advanced under the Revolver Facility to Section 2.3(d)satisfy the reimbursement obligations, then LC Issuer shall so notify Administrative Agent, which, in turn, Agent shall promptly notify each Revolver Lender of Borrower's failure, of the Unreimbursed Amount date and amount of the draft paid, and of such Revolver Lender’s 's Commitment Percentage (based upon the Revolver Facility) thereof. Each Revolver Lender shall promptly and unconditionally make fund its participation interest in such unreimbursed draft by making available to Administrative Agent (for the account of LC Issuer) in immediately available funds such Revolver Lender’s 's Commitment Percentage (based upon the Revolver Facility) of such unpaid reimbursement obligation, which funds shall be paid the unreimbursed draft. Funds are due and payable to Administrative Agent on or before the close of business on the Business Day on which such notice was given by when Administrative Agent gives notice to Lenders each Revolver Lender of Borrower's reimbursement failure (if given prior to 1:00 p.m., Dallas, Texas time) or on the next succeeding Business Day (if notice was given after 1:00 p.m., Dallas, Texas time). All such amounts payable by any such Revolver Lender shall include accrue interest thereon accruing at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by LC Issuer in accordance with banking industry rules on interbank compensation from the day the applicable draft is paid by LC Issuer Administrative Agent to (but not including) the date such the amount is paid by such the Revolver Lender to Administrative Agent. Until DUTIES OF ADMINISTRATIVE AGENT AS ISSUING LENDER. Administrative Agent agrees with each Revolver Lender funds that it will exercise and give the same care and attention to each LC as it gives to its participation pursuant other letters of credit. Administrative Agent's sole liability to this Section 2.3(f) to reimburse LC Issuer for any amount drawn under any LC, interest in respect of such Lender’s Commitment Percentage of such amount shall be solely for the account of LC Issuer; provided that, once a each Revolver Lender funds its participation (together with any interest owed with respect thereto) in accordance with this Section 2.3(f), then interest with respect to such Lender’s Commitment Percentage of the Unreimbursed Amount shall accrue for the account of such Lender LCs (OTHER THAN liability arising from the date such funding from such Lender was due hereunder. The obligations of Lenders to make payments to Administrative Agent (for the account of LC Issuer) with respect to LCs shall be irrevocable and not subject to any qualification or exception whatsoever (other than the gross negligence or willful misconduct of LC IssuerAdministrative Agent) and shall be to distribute promptly to each Revolver Lender who has acquired a participating interest therein such Revolver Lender's ratable portion of any payments made to Administrative Agent by Borrower pursuant to SECTION 2.5(d). Each Revolver Lender and Borrower agree that, in paying any draw under any LC, Administrative Agent shall not have any responsibility to obtain any document (OTHER THAN any documents required by the respective LC) or to ascertain or inquire as to any document's validity, enforceability, sufficiency, accuracy, or genuineness or the authority of any Person delivering any such document. Administrative Agent, Revolver Lenders, and their respective Representatives shall not be liable to any other Lender or any Company for any LCs use or for any beneficiary's acts or omissions. Any action, inaction, error, delay, or omission taken or suffered by Administrative Agent or any of its Representatives under or in connection with any LC, applicable drafts or documents, or the transmission, dispatch, or delivery of any related message or advice, if in good faith and in conformity with such Laws as Administrative Agent or any of its Representatives may deem applicable and in accordance with the terms standards of care specified in the UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS issued by the International Chamber of Commerce, as in effect on the date of issue of such LC, shall be binding upon the Companies and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement Lenders and shall not place Administrative Agent or any of the Loan Documents; (ii) the existence of its Representatives under any claim, setoff, defense, or other right which such Lender may have at resulting liability to any time against a beneficiary named in an LC, any transferee of any LC (Company or any Person for whom any such transferee may be acting), LC Issuer, any Lender, or any other Person, whether in connection with this Agreement, any LC, the transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower and the beneficiary named in any such LC); (iii) any draft, certificate, or any other document presented under the LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; and (iv) the occurrence of any Default or Event of Default.