Participations. Each Revolving Lender upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.
Appears in 8 contracts
Samples: Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and shall absolutelynot reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, unconditionally and irrevocably assume, as primary obligor and not as surety, and or of any reimbursement payment required to be obligated to pay refunded to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that Borrower for any Person that becomes a reason. Each Revolving Lender after the Closing Date shall be deemed acknowledges and agrees that its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender under further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, together with interest as hereinafter providedthe applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.
Appears in 8 contracts
Samples: Credit Agreement (Costar Group, Inc.), Credit Agreement (Costar Group, Inc.), Agreement (Netscout Systems Inc)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender’s Ratable Share of the obligations under Available Amount of such Letter of Credit Credit. Each Borrower hereby agrees to each such participation. In consideration and shall absolutelyin furtherance of the foregoing, each Lender hereby absolutely and unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Agent, for the account of such Issuing Lender therefor Bank, such Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and discharge when duenot reimbursed by the applicable Borrower on the date made, its Revolving Commitment Percentage or of any reimbursement payment required to be refunded to any Borrower for any reason, which amount will be advanced, and deemed to be an Advance to such Borrower hereunder, regardless of the obligations arising under such Letter satisfaction of Credit; provided the conditions set forth in Section 3.03. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to an assignment in accordance with interest as hereinafter providedSection 9.07 or otherwise pursuant to this Agreement. Notwithstanding anything to the contrary in the preceding sentences of this Section 2.03(b), (i) each Lender’s obligation to acquire participations pursuant thereto with respect to any Special Letter of Credit shall expire on the day that is 15 days prior to the Termination Date and (ii) each Lender’s existing participation, if any, pursuant thereto with respect to any Special Letter of Credit shall terminate on the day that is 15 days prior to the Termination Date.
Appears in 7 contracts
Samples: Credit Agreement (Interpublic Group of Companies, Inc.), Credit Agreement (Interpublic Group of Companies, Inc.), Credit Agreement (Interpublic Group of Companies, Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank that is the issuer of such Letter of Credit hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall Administrative Agent, for the account of the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be deemed refunded to have purchased a Participation Interest the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender under further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, together the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02 unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (c) of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Majority in Interest of the Revolving Lenders shall have notified the applicable Issuing Bank (with interest a copy to the Administrative Agent and the Borrower) in writing that, as hereinafter provideda result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).
Appears in 7 contracts
Samples: Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and shall absolutelynot reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, unconditionally and irrevocably assume, as primary obligor and not as surety, and or of any reimbursement payment required to be obligated to pay refunded to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that Borrower for any Person that becomes a reason. Each Revolving Lender after the Closing Date shall be deemed acknowledges and agrees that its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender under further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, together with interest as hereinafter providedthe applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of Holdings and the Borrower deemed made pursuant to Section 4.02.
Appears in 6 contracts
Samples: Credit Agreement (Momentive Global Inc.), Credit Agreement (SVMK Inc.), Credit Agreement (SVMK Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender’s Ratable Share of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided . The Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of such Issuing Bank, such Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the Borrower on the date made, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to an assignment in accordance with interest as hereinafter providedSection 8.07 or otherwise pursuant to this Agreement.
Appears in 6 contracts
Samples: Credit Agreement (Packaging Corp of America), Credit Agreement (Packaging Corp of America), Credit Agreement (Packaging Corp of America)
Participations. Each Revolving Lender upon 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 Bank or any Lenders, such Issuing Bank hereby grants (x) if such Letter of Credit is a CL Letter of Credit, shall be deemed to have purchased without recourse each CL Lender or (y) if such Letter of Credit is an RF Letter of Credit to each Revolving Facility Lender (and such CL Lender or Revolving Facility Lender, as the case may be, in its capacity under this Section 2.05(d), a risk “Participant”) and each such Participant hereby acquires from such Issuing Bank, a participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Lender’s CL Percentage or Revolving Commitment Percentage Facility Percentage, as the case may be, as in effect from time to time of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; . In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent in Dollars or Euros, as the case may be, for the account of the applicable Issuing Bank, such Lender’s Revolving Facility Percentage of each LC Disbursement made in respect of an RF Letter of Credit and, in each case, not reimbursed by the Applicant Party on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Applicant Party for any reason. Each Participant acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Commitments, together with interest as hereinafter providedand, in the case of a Revolving Facility Lender, that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Appears in 6 contracts
Samples: Credit Agreement (Celanese Corp), Credit Agreement (Celanese CORP), Credit Agreement (Celanese CORP)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the applicable Revolving Lenders, shall be deemed the Issuing Bank hereby grants to have purchased without recourse a risk participation each Revolving Lender, and each such Revolving Lender hereby acquires from the Issuing Lender Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a Revolving Lender after . In consideration and in furtherance of the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Documentforegoing, each such Revolving Lender shall hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Lender its Bank, such Revolving Commitment Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each such unreimbursed drawing in same day funds Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to and this paragraph in accordance with the provisions respect of subsection (d) hereof. The obligation Letters of each Revolving Lender to so reimburse the Issuing Lender shall be Credit is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, together with interest and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever; provided, however, that no Revolving Lender shall be obligated to make any payment to the Administrative Agent for any wrongful LC Disbursement made by the Issuing Bank as hereinafter provideda result of acts or omissions constituting willful misconduct or gross negligence on the part of the Issuing Bank.
Appears in 6 contracts
Samples: Amendment Agreement (Gci, LLC), Credit and Guarantee Agreement (Gci Liberty, Inc.), Credit and Guarantee Agreement (General Communication Inc)
Participations. Each Revolving Lender upon By the issuance of a Letter of Credit (or an amendment, renewal or extension of a Letter of Credit, shall be deemed to have purchased including any amendment increasing the amount thereof), and without recourse a risk participation from any further action on the part of the applicable Issuing Lender or the Revolving Lenders, such Issuing Lender hereby grants to each Revolving Lender (other than such Issuing Lender), and each Revolving Lender (other than such Issuing Lender) hereby acquires from such Issuing Lender, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Lender’s Revolving Commitment Percentage of the obligations amount available to be drawn under such Letter of Credit Credit. In consideration and shall absolutelyin furtherance of the foregoing, each Revolving Lender (other than the applicable Issuing Lender) hereby absolutely and unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Administrative Agent, for the account of such Issuing Lender therefor and discharge when dueLender, its such Revolving Lender’s Revolving Commitment Percentage of the obligations arising under amount of each LC Disbursement made by such Letter Issuing Lender and not reimbursed by the Borrower on the date due as provided in Section 2.02(e), or of Credit; provided that any Person that becomes a reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender after (other than the Closing Date shall be deemed applicable Issuing Lender) acknowledges and agrees that its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Lender under Revolving Commitments, and that each such payment shall be made without any Letter of Creditoffset, together with interest as hereinafter providedabatement, withholding or reduction whatsoever.
Appears in 6 contracts
Samples: Security Agreement (American Airlines Inc), Credit Agreement (American Airlines Inc), SGR Security Agreement (American Airlines Inc)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing Bank, shall be deemed and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to have purchased without recourse a risk participation each Lender, and each Lender hereby acquires from the Issuing Lender Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment such Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided . Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or any other occurrence reduction or event. Any termination of the Commitments, provided that no Lender shall be required to purchase a participation in a Letter of Credit pursuant to this Section 2.04(e) if (1)(x) the conditions set forth in Section 4.02 would not be satisfied in respect of a Borrowing at the time such reimbursement Letter of Credit was issued and (y) the Required Lenders shall have so notified the Issuing Bank in writing and shall not relieve have subsequently determined that the circumstances giving rise to such conditions not being satisfied no longer exist, or otherwise impair (2) such Letter of Credit has an expiration date that is later than the obligation Maturity Date. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank in respect of Letters of Credit (other than Letters of Credit with an expiration date that is later than the Maturity Date) promptly upon the request of the Issuing Bank at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to the next following paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender under pursuant to this paragraph to reimburse the Issuing Bank for any Letter LC Disbursement shall not constitute a Loan and shall not relieve the Borrower of Credit, together with interest as hereinafter providedits obligation to reimburse such LC Disbursement.
Appears in 6 contracts
Samples: Secured Revolving Credit Agreement (Fifth Street Finance Corp.), Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp), Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp)
Participations. Each Revolving Lender upon issuance By the Issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Credit Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender’s Ratable Share of the obligations under Available Amount of such Letter of Credit. The Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Agent, for the account of such Issuing Lender therefor Bank, such Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and discharge when duenot reimbursed by the Borrower on the date made, its or of any reimbursement payment required to be refunded to the Borrower for any reason, which amount will be advanced, and deemed to be a Revolving Commitment Percentage Credit Advance to the Borrower hereunder, regardless of the obligations arising under such Letter satisfaction of Credit; provided the conditions set forth in Section 3.04. Each Revolving Credit Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to an assignment in accordance with interest as hereinafter providedSection 9.07 or otherwise pursuant to this Agreement.
Appears in 6 contracts
Samples: Credit Agreement (Science Applications International Corp), Credit Agreement (Science Applications International Corp), Fourth Amendment (Science Applications International Corp)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank that is the issuer of such Letter of Credit hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall Administrative Agent, for the account of the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be deemed refunded to have purchased a Participation Interest the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender under further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, together the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02 unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (c) of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Majority in Interest of the Revolving Lenders shall have notified the applicable Issuing Bank (with interest a copy to the Administrative Agent) in writing that, as hereinafter provideda result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).
Appears in 6 contracts
Samples: Credit Agreement (Comtech Telecommunications Corp /De/), Credit Agreement (Arconic Corp), Credit Agreement (Arconic Inc.)
Participations. Each Revolving Lender upon (i) By the issuance of a Letter of Credit, shall be deemed Credit (or an amendment to have purchased a Letter of Credit increasing the amount thereof) pursuant to any Revolving Facility and without recourse a risk participation from any further action on the part of the applicable Issuing Lender in Bank issuing such Letter of Credit or the Revolving Lenders under such Revolving Facility, each Issuing Bank hereby grants to each Revolving Lender under such Revolving Facility, and the obligations arising thereunder and any Collateral relating theretoeach such Revolving Lender hereby acquires from each Issuing Bank, a participation in each case in an amount equal to its Revolving Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated equal to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage such Lender’s Ratable Portion of the obligations arising aggregate amount available to be drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall be deemed Agent, for the account of the applicable Issuing Bank, such Revolving Lender’s Ratable Portion of each Revolving LC Disbursement made by such Issuing Bank with respect to have purchased a Participation Interest in all outstanding Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued pursuant to any Revolving Facility under which such Lender holds a Revolving Commitment and not reimbursed by a Borrower on the date due as provided in Section 2.04(e) or after of any reimbursement payment required to be refunded to such date, Borrower. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.04(d) in each case in accordance with the foregoing terms. Without limiting the scope and nature respect of each Revolving Lender’s participation in any Letter Letters of Credit, Credit issued pursuant to the extent that the Issuing Revolving Facility under which such Lender has not been reimbursed as required hereunder or under any LOC Document, each such holds Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be Commitments is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, together with interest as hereinafter providedand that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Appears in 6 contracts
Samples: Credit Agreement (Aramark), Credit Agreement (Aramark), Credit Agreement (Aramark)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender’s Ratable Share of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided . The Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of such Issuing Bank, such Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the Borrower on the date made, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to the operation of Section 2.18, an assignment in accordance with interest as hereinafter providedSection 8.07 or otherwise pursuant to this Agreement.
Appears in 5 contracts
Samples: Credit Agreement (Gatx Corp), Five Year Credit Agreement (Gatx Corp), Five Year Credit Agreement (Gatx Corp)
Participations. Each Revolving Lender Lender, upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.
Appears in 5 contracts
Samples: Credit Agreement (Osi Systems Inc), Credit Agreement (Osi Systems Inc), Credit Agreement (Osi Systems Inc)
Participations. Each Revolving Lender upon issuance By the Issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender’s Ratable Share of the obligations under Available Amount of such Letter of Credit Credit. The Borrower hereby agrees to each such participation. In consideration and shall absolutelyin furtherance of the foregoing, each Lender hereby absolutely and unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Administrative Agent, for the account of such Issuing Lender therefor Bank, such Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and discharge when duenot reimbursed by the Borrower on the date made, its Revolving Commitment Percentage or of any reimbursement payment required to be refunded to the Borrower for any reason, which amount will be advanced, and deemed to be an Advance to the Borrower hereunder, regardless of the obligations arising under such Letter satisfaction of Credit; provided the conditions set forth in Section 4.2. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to a Commitment Increase in accordance with interest as hereinafter providedSection 2.14, an assignment in accordance with Section 11.11.1 or otherwise pursuant to this Agreement.
Appears in 5 contracts
Samples: Credit Agreement, Credit Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Lender, and each Lender hereby Five-Year Credit Agreement 15 acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender’s Ratable Share of the obligations under Available Amount of such Letter of Credit Credit. Each Borrower hereby agrees to each such participation. In consideration and shall absolutelyin furtherance of the foregoing, each Lender hereby absolutely and unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Agent, for the account of such Issuing Lender therefor and discharge when dueBank, its Revolving Commitment Percentage such Lender’s Ratable Share of the obligations arising each drawing made under such a Letter of Credit; provided Credit funded by such Issuing Bank and not reimbursed by the applicable Borrower on the date made, or of any reimbursement payment required to be refunded to any Borrower for any reason. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Commitments, together with interest as hereinafter providedand that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Commitment may be reduced pursuant to Section 2.4, Section 2.9 or Section 2.20 or increased pursuant to Section 2.20 or otherwise amended pursuant to this Agreement.
Appears in 5 contracts
Samples: Credit Agreement (Boeing Capital Corp), Credit Agreement (Boeing Co), Credit Agreement (Boeing Capital Corp)
Participations. Each Revolving Lender upon (i) By the issuance of a Revolving Letter of Credit (or an amendment to a Revolving Letter of Credit increasing the amount thereof), and without any further action on the part of the applicable Issuing Bank or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility Lender, and each such Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Revolving Letter of Credit equal to the product of (A) such Revolving Facility Lender’s Pro Rata Share and (B) the aggregate amount available to be drawn under such Revolving Letter of Credit. In consideration and in furtherance of the foregoing, shall be deemed each Revolving Facility Lender hereby absolutely and unconditionally agrees to have purchased without recourse a risk participation from pay to the Administrative Agent, for the account of the applicable Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating theretoBank, in each case in an amount equal to its the product of (A) such Revolving Commitment Percentage Facility Lender’s Pro Rata Share and (B) each Revolving L/C Disbursement made by such Issuing Bank not reimbursed by the Borrower on the date due as provided in paragraph (e) of the obligations under such Letter this Section, or of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and any reimbursement payment required to be obligated to pay refunded to the Issuing Borrower for any reason. Each Revolving Facility Lender therefor acknowledges and discharge when due, agrees that its obligation to acquire participations pursuant to this paragraph in respect of Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Revolving Letter of Credit or the occurrence and continuance of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Lender under Revolving Facility Commitments, and that each such payment shall be made without any Letter of Creditoffset, together with interest as hereinafter providedabatement, withholding or reduction whatsoever.
Appears in 4 contracts
Samples: Eleventh Amendment (Anywhere Real Estate Group LLC), Credit Agreement (Realogy Holdings Corp.), Credit Agreement (Realogy Holdings Corp.)
Participations. Each Revolving Lender upon By the issuance of a Letter of Credit, shall be deemed Credit (or an amendment to have purchased a Letter of Credit increasing the available amount thereof) and without recourse a risk participation from any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each RC Facility Lender, and each RC Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment such RC Facility Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each RC Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such RC Facility Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by or on behalf of the Borrower on the date due as provided in clause (f) of this Section 2.04 in the currency of such LC Disbursement, or of any reimbursement payment required to be refunded to the Borrower for any reason; provided that any Person that becomes a Revolving Lender after the Closing Date if such LC Disbursement is denominated in an Approved Letter of Credit Foreign Currency or an Alternative Currency (other than Euros), each RC Facility Lender’s Applicable Percentage of such LC Disbursement shall be deemed paid in Dollars in the amount of the Dollar Equivalent thereof. Each RC Facility Lender acknowledges and agrees that its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default any reduction or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower RC Facility Commitments or the occurrence of the Termination Date, and that each such payment required to reimburse be made by it under the Issuing Lender under preceding sentence shall be made without any Letter of Creditoffset, together with interest as hereinafter providedabatement, withholding or reduction whatsoever.
Appears in 4 contracts
Samples: First Lien Credit Agreement (Clarios International Inc.), First Lien Credit Agreement (Clarios International Inc.), First Lien Credit Agreement (Clarios International Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof), shall be deemed and without any further action on the part of the L/C Issuer or the Revolving Credit Lenders, the L/C Issuer hereby grants to have purchased without recourse a risk participation each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from the Issuing Lender L/C Issuer, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Credit Lender’s Applicable Percentage of the obligations aggregate amount available to be drawn under such Letter of Credit. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this clause in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Issuing Lender therefor and discharge when dueAdministrative Agent, its for account of the L/C Issuer, such Revolving Commitment Credit Lender’s Applicable Percentage of each L/C Disbursement made by the obligations arising under L/C Issuer not later than 1:00 p.m. on the Business Day specified in the notice provided by the Administrative Agent to the Revolving Credit Lenders pursuant to Section 2.03(f) until such Letter of Credit; provided that L/C Disbursement is reimbursed by the Company or at any Person that becomes a Revolving Lender time after any reimbursement payment is required to be refunded to the Company for any reason, including after the Closing Date Maturity Date. Such payment shall be deemed made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.02 with respect to have purchased a Participation Interest in all outstanding Letters Loans made by such Revolving Credit Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit on Lenders), and the date Administrative Agent shall promptly pay to the L/C Issuer the amounts so received by it becomes a Lender hereunder and from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any Letter of Credit issued on or after payment from the Company pursuant to Section 2.03(f), the Administrative Agent shall distribute such date, in each case in accordance with payment to the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of CreditL/C Issuer or, to the extent that the Issuing Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse the L/C Issuer, then to such Lenders and the L/C Issuer as their interests may appear. Any payment made by a Revolving Credit Lender has pursuant to this paragraph to reimburse the L/C Issuer for any L/C Disbursement shall not been reimbursed as required hereunder or under any LOC Document, constitute a Loan and shall not relieve the Company of its obligation to reimburse such L/C Disbursement. Each Revolving Credit Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Revolving Lender shall pay Credit Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such Lender’s Commitment is amended pursuant to the Issuing Lender its Revolving Commitment Percentage operation of such unreimbursed drawing in same day funds pursuant to and Section 2.16 or 2.19, as a result of an assignment in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve Section 11.07 or otherwise impair the obligation of the Borrower pursuant to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter providedthis Agreement.
Appears in 4 contracts
Samples: Credit Agreement (Vontier Corp), Credit Agreement (Fortive Corp), Credit Agreement (Vontier Corp)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Lenders, shall be deemed the Issuing Lender hereby grants to have purchased without recourse a risk participation each Alternative Currency Revolving Lender, and each Alternative Currency Revolving Lender hereby acquires from the Issuing Lender Lender, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Lender’s Alternative Currency Revolving Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Alternative Currency Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall Administrative Agent, for the account of the Issuing Lender, such Lender’s Alternative Currency Revolving Percentage of each LC Disbursement made by the Issuing Lender and not reimbursed by the Borrower on the date due as provided in Section 3.5, or of any reimbursement payment required to be deemed refunded to have purchased a Participation Interest the Borrower for any reason. Each Alternative Currency Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Alternative Currency Revolving Commitments, together with interest as hereinafter providedand that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Appears in 4 contracts
Samples: Credit Agreement (Davita Inc), Credit Agreement (Davita Inc), Credit Agreement (Davita Inc)
Participations. Each Revolving Lender upon 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 Bank or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility Lender that will continue to be a Revolving Facility Lender through the expiry date of such Letter of Credit, shall be deemed to have purchased without recourse and each such Revolving Facility Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Facility Lender’s Revolving Facility Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; . In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent in Dollars, for the account of the applicable Issuing Bank, such Revolving Facility Lender’s Revolving Facility Percentage of each L/C Disbursement relating to a Letter of Credit in which such Revolving Facility Lender has a participation made by such Issuing Bank in Dollars not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Facility Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Commitments, together with interest as hereinafter providedand that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Prior to the Revolving Facility Maturity Date, the aggregate amount of participations in Letters of Credit held by Revolving Facility Lenders shall be shared ratably by all Revolving Facility Lenders in proportion to their respective Revolving Facility Commitments.
Appears in 4 contracts
Samples: Reaffirmation Agreement (Alpha Natural Resources, Inc.), Credit Agreement (Alpha Natural Resources, Inc.), Credit Agreement (Massey Energy Co)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment such Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be deemed refunded to have purchased a Participation Interest the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. On the Effective Date and without further action by any party hereto, each Issuing Bank that has issued an Existing Letter of Credit shall be deemed to have granted to each Revolving Lender, and each Revolving Lender shall be deemed to have acquired from such Issuing Bank, a participation in each such Existing Letter of Credit in accordance with interest as hereinafter providedthe foregoing provisions of this paragraph.
Appears in 4 contracts
Samples: Credit Agreement (Blockbuster Inc), Credit Agreement (Symbol Technologies Inc), Credit Agreement (Blockbuster Inc)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, shall be deemed the Issuing Bank hereby grants to have purchased without recourse a risk participation each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Lender Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall Administrative Agent, for the account of the Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement (including the Dollar Equivalent of any LC Disbursement made in an LC Foreign Currency) made by the Issuing Bank and not reimbursed by the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment in respect of an LC Disbursement (including the Dollar Equivalent of any LC Disbursement made in an LC Foreign Currency) required to be deemed refunded to have purchased a Participation Interest the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of its Revolving Commitment or all Revolving Commitments, together with interest as hereinafter providedand that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Appears in 4 contracts
Samples: Credit Agreement (Trimas Corp), Credit Agreement (Trimas Corp), Credit Agreement (Trimas Corp)
Participations. Each Revolving Lender upon issuance By the Issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Percentage Lender’s Ratable Share of the obligations under Available Amount of such Letter of Credit Credit. The Borrower hereby agrees to each such participation. In consideration and shall absolutelyin furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Agent, for the account of such Issuing Lender therefor Bank, such Revolving Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and discharge when duenot reimbursed by the Borrower on the date funded, its or of any reimbursement payment required to be refunded to the Borrower for any reason, which amount will be advanced, and deemed to be a Revolving Commitment Percentage Loan hereunder, regardless of the obligations arising under such Letter satisfaction of Credit; provided that any Person that becomes a the conditions set forth in Section 3.02. Each Revolving Lender after the Closing Date shall be deemed acknowledges and agrees that its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to an assignment in accordance with interest as hereinafter providedSection 9.08 or otherwise pursuant to this Agreement.
Appears in 4 contracts
Samples: Security Agreement (Eastman Kodak Co), Security Agreement (Eastman Kodak Co), Credit Agreement
Participations. Each Revolving Lender upon By the issuance of a Letter of Credit, shall be deemed Credit (or an amendment to have purchased a Letter of Credit increasing the amount thereof) and without recourse a risk participation from any further action on the part of the applicable Issuing Lender or the Lenders, the applicable Issuing Lender hereby grants to each Domestic Revolving Lender, and each Domestic Revolving Lender hereby acquires from such Issuing Lender, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment such Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Domestic Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall Administrative Agent in Dollars, for the account of such Issuing Lender, such Lender’s Applicable Percentage of (i) each LC Disbursement made by such Issuing Lender in Dollars and (ii) the Dollar Equivalent, using the Exchange Rates on the date such payment is required, of each LC Disbursement made by such Issuing Lender in an Alternative Currency and, in each case, not reimbursed by the relevant Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be deemed refunded to have purchased a Participation Interest such Borrower for any reason (or, if such reimbursement payment was refunded in all outstanding an Alternative Currency, the Dollar Equivalent thereof using the Exchange Rates on the date of such refund). Each Domestic Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Default or Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Lender under Domestic Revolving Commitments, and that each such payment shall be made without any Letter of Creditoffset, together with interest as hereinafter providedabatement, withholding or reduction whatsoever.
Appears in 4 contracts
Samples: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)
Participations. Each Revolving Lender upon By the issuance of a Letter of Credit (or an amendment, renewal or extension of a Letter of Credit, shall be deemed to have purchased including any amendment increasing the amount thereof), and without recourse a risk participation from any further action on the part of the applicable Issuing Lender or the Revolving Lenders, such Issuing Lender hereby grants to each Revolving Lender (other than such Issuing Lender), and each Revolving Lender (other than such Issuing Lender) hereby acquires from such Issuing Lender, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Xxxxxx’s Revolving Commitment Percentage of the obligations amount available to be drawn under such Letter of Credit Credit. In consideration and shall absolutelyin furtherance of the foregoing, each Revolving Lender (other than the applicable Issuing Lender) hereby absolutely and unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Administrative Agent, for the account of such Issuing Lender therefor and discharge when dueLender, its such Revolving Lender’s Revolving Commitment Percentage of the obligations arising under amount of each LC Disbursement made by such Letter Issuing Lender and not reimbursed by the Borrower on the date due as provided in Section 2.02(e), or of Credit; provided that any Person that becomes a reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender after (other than the Closing Date shall be deemed applicable Issuing Lender) acknowledges and agrees that its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Lender under Revolving Commitments, and that each such payment shall be made without any Letter of Creditoffset, together with interest as hereinafter providedabatement, withholding or reduction whatsoever.
Appears in 4 contracts
Samples: Credit and Guaranty Agreement (American Airlines, Inc.), Credit and Guaranty Agreement (American Airlines, Inc.), Credit and Guaranty Agreement (American Airlines, Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Facility Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Revolving Facility Lender, and each Revolving Facility Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Facility Lender’s Revolving Facility Percentage of the obligations aggregate amount available to be drawn under such Letter of Credit (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof). In consideration and shall absolutelyin furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Issuing Lender therefor and discharge when dueAdministrative Agent, its Revolving Commitment Percentage for the account of the obligations arising under applicable Issuing Bank, in Dollars, such Letter Revolving Facility Lender’s applicable ratable share (as determined pursuant to the foregoing) of Credit; provided that any Person that becomes a Revolving Lender after each L/C Disbursement made by such Issuing Bank and not reimbursed by the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit Borrower on the date it becomes a Lender hereunder and due as provided in paragraph (e) of this Section, or of any Letter of Credit issued on or after such datereimbursement payment required to be refunded to the Borrower for any reason (calculated, in each the case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Alternate Currency Letter of Credit, based on the Dollar Equivalent thereof). Each Revolving Facility Lender acknowledges and agrees that its obligation to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds acquire participations pursuant to and this paragraph in accordance with the provisions respect of subsection (d) hereof. The obligation Letters of each Revolving Lender to so reimburse the Issuing Lender shall be Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Default or Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse Commitments or the Issuing Lender under fact that, as a result of changes in currency exchange rates, such Lender’s Revolving Facility Credit Exposure at any Letter of Credittime might exceed its Commitment at such time (in which case Section 2.11(d) would apply), together with interest as hereinafter providedand that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Appears in 4 contracts
Samples: Credit Agreement, Credit Agreement (Quality Distribution Inc), Credit Agreement (Quality Distribution Inc)
Participations. Each Revolving Lender upon Upon the date of the issuance or increase of a Letter of Credit occurring on or after the Closing Date (including in the case of each Existing Letter of Credit, the deemed issuance with respect thereto on the Closing Date), the Issuing Bank shall be deemed to have sold to each other Lender having a Revolving Commitment and each other Lender having a Revolving Commitment shall have been deemed to have purchased without recourse a risk participation from the Issuing Bank a participation in the related Letter of Credit Obligations equal to such Lender’s Pro Rata Share at such date. In consideration and in furtherance of the foregoing, each Lender in having a Revolving Commitment hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Pro Rata Share of each payment or disbursement made by an Issuing Bank pursuant to a Letter of Credit and not reimbursed by the obligations arising thereunder and any Collateral relating theretoapplicable Loan Party (or, in each case in an amount equal if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in Section 2.14(c). Each Lender having a Revolving Commitment Percentage acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default, Default or an Event of Default Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall as promptly as possible give telephonic notification, confirmed by fax, to the Administrative Agent and the Borrower of such demand for payment and whether the Issuing Bank has made or will make disbursement thereunder; provided that any other occurrence failure to give or event. Any delay in giving such reimbursement notice shall not relieve or otherwise impair the obligation of the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to any such payment or disbursement. The Administrative Agent shall promptly give each Lender under any Letter of Credit, together with interest as hereinafter providedhaving a Revolving Commitment notice thereof.
Appears in 4 contracts
Samples: Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Revolving Lenders, shall be deemed the Issuing Bank hereby grants to have purchased without recourse a risk participation each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Lender Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Revolving Loan Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall Administrative Agent, for the account of the Issuing Bank, such Revolving Lender’s Revolving Loan Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be deemed refunded to have purchased a Participation Interest the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Commitments, together with interest as hereinafter providedand that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Letter of Credit to the extent same would result in such Revolving Lender’s Revolving Credit Exposure exceeding such Revolving Lender’s Revolving Commitment.
Appears in 3 contracts
Samples: Credit Agreement (SmartStop Self Storage REIT, Inc.), Credit Agreement (SmartStop Self Storage REIT, Inc.), Credit Agreement (SmartStop Self Storage REIT, Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank that is the issuer of such Letter of Credit hereby grants to have purchased without recourse each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason, including after the Closing Date shall be deemed Maturity Date. Each Revolving Lender acknowledges and agrees that its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender under further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, together the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02 unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (c) of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Majority in Interest of the Revolving Lenders shall have notified the applicable Issuing Bank (with interest a copy to the Administrative Agent) in writing that, as hereinafter provideda result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).
Appears in 3 contracts
Samples: Credit Agreement (Trinet Group, Inc.), Credit Agreement (Trinet Group, Inc.), Credit Agreement (Trinet Group, Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof), shall be deemed and without any further action on the part of the L/C Issuer or the Lenders, the L/C Issuer hereby grants to have purchased without recourse a risk participation each Lender, and each Lender hereby acquires from the Issuing Lender L/C Issuer, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment such Lender’s Applicable Percentage of the obligations aggregate amount available to be drawn under such Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this clause (e) in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments. In consideration and in furtherance of the foregoing, each Lender hereby absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to Administrative Agent, for account of the Issuing Lender therefor and discharge when dueL/C Issuer, its Revolving Commitment such Lender’s Applicable Percentage of each L/C Advance made by the obligations arising under L/C Issuer not later than 1:00 p.m. on the Business Day specified in the notice provided by Administrative Agent to the Lenders pursuant to Section 2.03(f) until such Letter of Credit; provided that L/C Advance is reimbursed by Borrower or at any Person that becomes a Revolving Lender time after any reimbursement payment is required to be refunded to Borrower for any reason, including after the Closing Date Maturity Date. Such payment shall be deemed made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.02 with respect to have purchased a Participation Interest in all outstanding Letters Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of Credit on the date Lenders pursuant to this Section 2.03), and Administrative Agent shall promptly pay to the L/C Issuer the amounts so received by it becomes a Lender hereunder and from the Lenders. Promptly following receipt by Administrative Agent of any Letter of Credit issued on or after payment from Borrower pursuant to Section 2.03(f), Administrative Agent shall distribute such date, in each case in accordance with payment to the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of CreditL/C Issuer or, to the extent that the Issuing Lenders have made payments pursuant to this clause (e) to reimburse the L/C Issuer, then to such Lenders and the L/C Issuer as their interests may appear. Any payment made by a Lender has pursuant to this clause (e) to reimburse the L/C Issuer for any L/C Advance shall not been reimbursed as required hereunder or constitute a Loan and shall not relieve Borrower of its obligation to reimburse such L/C Advance. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Applicable Percentage of the aggregate amount available to be drawn under any LOC Document, such Letter of Credit at each time such Revolving Lender shall pay Lender’s Commitment is amended pursuant to the Issuing Lender its Revolving Commitment Percentage operation of such unreimbursed drawing in same day funds pursuant to and Section 2.13 or 2.14, as a result of an assignment in accordance with Section 13.06 or otherwise pursuant to this Credit Agreement. If any Lender fails to make available to Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of subsection (d) hereof. The obligation this Section 2.03(e), then, without limiting the other provisions of each Revolving Lender to so reimburse this Credit Agreement, the Issuing Lender L/C Issuer shall be absolute entitled to recover from such Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and unconditional and shall not be affected a rate determined by the occurrence of a DefaultL/C Issuer in accordance with banking industry rules on interbank compensation, an Event of Default plus any administrative, processing or any other occurrence similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or event. Any such reimbursement shall not relieve or otherwise impair the obligation L/C Advance in respect of the Borrower relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to reimburse the Issuing any Lender (through Administrative Agent) with respect to any amounts owing under any Letter of Credit, together with interest as hereinafter providedthis clause (e) shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Clarion Partners Real Estate Income Fund Inc.), Revolving Credit Agreement (Clarion Partners Real Estate Income Fund Inc.), Revolving Credit Agreement (Invesco Real Estate Income Trust Inc.)
Participations. Each Revolving Lender upon (i) By the issuance of a Global Tranche Letter of CreditCredit (or an amendment to a Global Tranche Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable LC Issuer or the Global Tranche Lenders, shall be deemed the LC Issuer hereby grants to have purchased without recourse a risk participation each Global Tranche Lender, and each Global Tranche Lender hereby acquires from the Issuing Lender LC Issuer, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment such Lender’s Global Tranche Percentage of the obligations aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Global Tranche Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the LC Issuer, such Lender’s Global Tranche Percentage of each LC Disbursement under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor made by the LC Issuer (whether before or after the Maturity Date) and not reimbursed by the applicable Borrower on the date due as suretyprovided in paragraph (e) of this Section, and or of any reimbursement payment required to be obligated to pay refunded to the Issuing applicable Borrower for any reason. Each Global Tranche Lender therefor acknowledges and discharge when due, agrees that its Revolving Commitment Percentage obligation to acquire participations pursuant to this paragraph in respect of the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Global Tranche Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Global Tranche Letter of Credit, together with interest as hereinafter providedthe occurrence and continuance of a Default or reduction or termination of the Global Tranche Commitments or any other occurrence, event or condition, whether or not similar to any of the foregoing, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Appears in 3 contracts
Samples: Credit Agreement (Hartford Financial Services Group, Inc.), Credit Agreement (Hartford Financial Services Group, Inc.), Credit Agreement (Hartford Financial Services Group Inc/De)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the US Dollar Tranche Revolving Lenders, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank that issued such Letter of Credit hereby grants to each US Dollar Tranche Revolving Lender, and each US Dollar Tranche Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such US Dollar Tranche Revolving Commitment Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each US Dollar Tranche Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall Administrative Agent, for the account of such Issuing Bank, such US Dollar Tranche Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be deemed refunded to have purchased a Participation Interest the Borrower for any reason. Subject to paragraph (m) of this Section, each US Dollar Tranche Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing US Dollar Tranche Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each US Dollar Tranche Revolving Lender under further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, together the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (c) of this Section, at least one Business Day prior to the latest date upon which the applicable Issuing Bank would be entitled to terminate such Letter of Credit prior to its automatic renewal), the majority in interest of the US Dollar Tranche Revolving Lenders shall have notified the applicable Issuing Bank (with interest a copy to the Administrative Agent) in writing that, as hereinafter provideda result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02 would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).
Appears in 3 contracts
Samples: Credit Agreement (Broadridge Financial Solutions, Inc.), Credit Agreement (Broadridge Financial Solutions, Inc.), Credit Agreement (Broadridge Financial Solutions, Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and shall absolutelynot reimbursed by the applicable Borrower on the date due as provided in paragraph (f) of this Section, unconditionally and irrevocably assume, as primary obligor and not as surety, and or of any reimbursement payment required to be obligated to pay refunded to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that applicable Borrower for any Person that becomes a reason. Each Revolving Lender after the Closing Date shall be deemed acknowledges and agrees that its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender under further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, together with interest as hereinafter providedthe applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrowers deemed made pursuant to Section 4.03.
Appears in 3 contracts
Samples: Credit Agreement (Ingevity Corp), Incremental Facility Agreement (Ingevity Corp), Credit Agreement (Ingevity Corp)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender's Ratable Share of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided . The Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of such Issuing Bank, such Lender's Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the Borrower on the date made, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender's Ratable Share of the Available Amount of such Letter of Credit at each time such Lender's Revolving Credit Commitment is amended pursuant to the operation of Section 2.18, an assignment in accordance with interest as hereinafter providedSection 8.07 or otherwise pursuant to this Agreement.
Appears in 3 contracts
Samples: Five Year Credit Agreement, Credit Agreement (Gatx Financial Corp), Year Credit Agreement (Gatx Financial Corp)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender's Ratable Share of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided . The Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of such Issuing Bank, such Lender's Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the Borrower on the date made, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender's Ratable Share of the Available Amount of such Letter of Credit at each time such Lender's Revolving Credit Commitment is amended pursuant to the operation of Section 2.18, an assignment in accordance with interest as hereinafter providedSection 9.07 or otherwise pursuant to this Agreement.
Appears in 3 contracts
Samples: Supplemental Agreement, Year Credit Agreement (Gatx Financial Corp), Year Credit Agreement (Gatx Corp)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and shall absolutelynot reimbursed by the applicable Borrower on the date due as provided in paragraph (f) of this Section, unconditionally and irrevocably assume, as primary obligor and not as surety, and or of any reimbursement payment required to be obligated to pay refunded to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that applicable Borrower for any Person that becomes a reason. Each Revolving Lender after the Closing Date shall be deemed acknowledges and agrees that its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together the occurrence and continuance of a Default, any reduction or termination of the Revolving Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the expiration thereof or of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of Xxxxxx USA and the Borrowers deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (c) of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Administrative Agent or the Majority in Interest of the Revolving Lenders shall have notified the applicable Issuing Bank (with interest a copy to the Administrative Agent) in writing that, as hereinafter provideda result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).
Appears in 3 contracts
Samples: Borrowing Subsidiary Joinder Agreement (Murphy USA Inc.), Credit Agreement (Murphy USA Inc.), Credit Agreement (Murphy USA Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of Credit, shall be deemed Credit (or an amendment to have purchased a Letter of Credit increasing the amount thereof) and without recourse a risk participation from any further action on the part of the Issuing Bank that issues such Letter of Credit or the New Money Lenders, each Issuing Bank that issues a Letter of Credit hereunder hereby grants to each New Money Lender, and each New Money Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment such New Money Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; . In consideration and in furtherance of the foregoing, each New Money Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of any Issuing Bank that issues a Letter of Credit hereunder, such New Money Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.08(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each New Money Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this Section 2.08(d) in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default aggregate Revolving Credit Exposures exceeding the Available Commitments or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Lender under Aggregate Commitments, and that each such payment shall be made without any Letter of Creditoffset, together with interest as hereinafter providedabatement, withholding or reduction whatsoever.
Appears in 3 contracts
Samples: Dip Credit Agreement (Legacy Reserves Inc.), Dip Credit Agreement (Legacy Reserves Inc.), Credit Agreement (Legacy Reserves Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, shall be deemed the Issuing Bank hereby grants to have purchased without recourse a risk participation each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Lender Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Revolving Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall Administrative Agent, for the account of the Issuing Bank, such Revolving Lender’s Revolving Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be deemed refunded to have purchased a Participation Interest the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a DefaultDefault or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Notwithstanding the foregoing, a Revolving Lender shall not have any obligation to acquire a participation in a Letter of Credit pursuant to this paragraph if an Event of Default or any other occurrence or event. Any shall have occurred and be continuing at the time such reimbursement Letter of Credit was issued and such Revolving Lender shall not relieve or otherwise impair the obligation of the Borrower to reimburse have notified the Issuing Lender under any Bank in writing, at least one Business Day prior to the time such Letter of CreditCredit was issued, together with interest as hereinafter providedthat such Event of Default has occurred and that such Revolving Lender will not acquire participations in Letters of Credit made while such Event of Default is continuing.
Appears in 3 contracts
Samples: Revolving Credit and Term Loan Agreement (Healthcare Trust of America Holdings, LP), Revolving Credit and Term Loan Agreement (Healthcare Trust of America Holdings, LP), Revolving Credit and Term Loan Agreement (Healthcare Trust of America, Inc.)
Participations. Each Revolving Lender upon By the issuance of a New Letter of Credit (or an amendment to a New Letter of Credit increasing the amount thereof) or, in the case of an Existing Letter of Credit, shall be deemed the execution and delivery of this Agreement, and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to have purchased without recourse a risk participation each Lender, and each such Lender hereby acquires from the Issuing Lender Bank, a participation in such each Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving such Lender's Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; . In consideration and in furtherance of the foregoing, each such Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender's Commitment Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a DefaultDefault or reduction or termination of the Commitments, an Event and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever; provided, however, that no Lender shall be obligated to make any payment to the Administrative Agent for any wrongful LC Disbursement made by the Issuing Bank as a result of Default acts or omissions constituting willful misconduct or gross negligence on the part of the Issuing Bank. Without limiting the foregoing or any other occurrence provision of this Agreement, this Agreement (and the obligations of each Lender under this subsection (d)) may not be terminated prior to the expiration or event. Any such other termination of all Letters of Credit and the repayment of all LC Disbursements or the purchase by the Lenders of their participations in any unreimbursed LC Disbursements and the reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse same by the Issuing Lender under any Letter of Credit, together with interest as hereinafter providedBorrower.
Appears in 3 contracts
Samples: 364 Day Credit Agreement (Cleco Corp), Credit Agreement (Cleco Power LLC), Credit Agreement (Cleco Power LLC)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing Lender, shall be deemed to have purchased and without recourse a risk participation from any further action on the part of the Issuing Lender of such Letter of Credit or the Lenders, the Issuing Lender hereby grants to each Lender, and each Lender hereby acquires from such Issuing Lender, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment such Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided . Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any other occurrence offset, abatement, withholding or eventreduction whatsoever. In consideration and in furtherance of the foregoing, each relevant Lender hereby absolutely and unconditionally agrees, upon receipt of a notice as provided for in the final paragraph of Section 2.06(f), to pay to the Administrative Agent, for the account of the relevant Issuing Lender of each Letter of Credit such Lender’s Applicable Percentage of the amount of each LC Disbursement, or the Dollar Equivalent of the amount of each LC Disbursement made in an Alternative Currency, made by such Issuing Lender promptly upon the request of such Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the relevant Borrower or at any time after any reimbursement payment is required to be refunded to such Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Lender the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the relevant Borrower pursuant to the next following paragraph, the Administrative Agent shall distribute such payment to such Issuing Lender or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any such reimbursement payment made by a Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not relieve or otherwise impair the relevant Borrower of its obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter providedsuch LC Disbursement.
Appears in 3 contracts
Samples: Credit Agreement (Brunswick Corp), Credit Agreement (Brunswick Corp), Credit Agreement (Brunswick Corp)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, shall be deemed the Issuing Bank hereby grants to have purchased without recourse a risk participation each Lender, and each Lender hereby acquires from the Issuing Lender Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment such Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; . In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Letters of credit referred to on Schedule 2.05(d) have previously been issued by JPMC under a previous loan agreement by and between JPMC and other banks, as lenders, and Borrower. Without the necessity for any reissuance, such letters of credit shall be deemed issued under this Agreement as “Letters of Credit” by JPMC as of the Effective Date hereof, together and, with interest as hereinafter providedrespect to such letters of credit, JPMC shall have all the rights and obligations of the Issuing Bank under this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Weingarten Realty Investors /Tx/), Credit Agreement (Weingarten Realty Investors /Tx/), Credit Agreement (Weingarten Realty Investors /Tx/)
Participations. Each Revolving Lender upon 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 any Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each Facility A Lender, with respect to a Facility A Letter of Credit, shall be deemed or each Facility B Lender, with respect to have purchased without recourse a risk participation Facility B Letter of Credit, and each Facility A Lender or Facility B Lender, as applicable, hereby acquires from the applicable Issuing Lender Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the obligations arising thereunder foregoing, (i) each Facility A Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, (ii) with respect to any Collateral relating theretoFacility B Letter of Credit other than a Canadian Letter of Credit, each Facility B Lender hereby absolutely and unconditionally agrees to pay to the European Administrative Agent and (iii) with respect to any Canadian Letters of Credit, each Facility B Lender hereby absolutely and unconditionally promises to pay the Canadian Administrative Agent, in each case in an amount equal to its Revolving Commitment the same currency as the applicable LC Disbursement, for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of the obligations under each LC Disbursement made by such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor Issuing Bank and not reimbursed by the applicable Borrower on the date due as suretyprovided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to such Borrower for any reason. Each Lender acknowledges and be obligated agrees that its obligation to pay acquire participations pursuant to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage this paragraph in respect of the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Commitments, together with interest as hereinafter providedand that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Appears in 3 contracts
Samples: Credit Agreement (Kate Spade & Co), Credit Agreement (Fifth & Pacific Companies, Inc.), Credit Agreement (Claiborne Liz Inc)
Participations. Each Revolving Lender upon By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) by any Issuing Lender, and without any further action on the part of such Issuing Lender or the Revolving Credit Lenders, (i) in the case of a Dollar Letter of Credit, shall be deemed to have purchased without recourse a risk participation from the Issuing Lender hereby grants to each Dollar Revolving Credit Lender, and each Dollar Revolving Credit Lender hereby acquires from such Issuing Lender, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Dollar Revolving Commitment Credit Lender’s Applicable Dollar Percentage and (ii) in the case of a Multicurrency Letter of Credit, the obligations under Issuing Lender hereby grants to each Multicurrency Revolving Credit Lender, and each Multicurrency Revolving Credit Lender hereby acquires from such Issuing Lender a participation in such Letter of Credit and shall absolutelyequal to such Multicurrency Revolving Credit Lender’s Applicable Multicurrency Percentage, unconditionally and irrevocably assumein each case, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising aggregate amount available to be drawn under such the relevant Letter of Credit; provided . Each Dollar Revolving Credit Lender and each Multicurrency Revolving Credit Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Dollar Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter Multicurrency Letters of Credit, to as the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Documentcase may be, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or reduction or termination of the Dollar Revolving Credit Sub-Commitment or Multicurrency Revolving Credit Sub-Commitment. In consideration and in furtherance of the foregoing, each relevant Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of the relevant Issuing Lender, such Revolving Credit Lender’s Applicable Multicurrency Percentage or the Applicable Dollar Percentage (as applicable) of each LC Disbursement made by such Issuing Lender promptly upon the request of such Issuing Lender at any other occurrence time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or eventat any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.07 with respect to Revolving Credit Loans made by such Revolving Credit Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to the next following paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Revolving Credit Lenders and such Issuing Lender as their interests may appear. Any such reimbursement payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not relieve or otherwise impair the obligation of the Borrower of its obligation to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter providedsuch LC Disbursement.
Appears in 3 contracts
Samples: Pledge Agreement (Teleflex Inc), Pledge Agreement (Teleflex Inc), Credit Agreement (Teleflex Inc)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Lenders, shall be deemed each Issuing Bank hereby grants to have purchased without recourse each Revolving Loan Lender, and each Revolving Loan Lender hereby acquires from each Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Loan Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; . In consideration and in furtherance of the foregoing, each Revolving Loan Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent in dollars, for the account of each Issuing Bank, such Revolving Loan Lender’s Applicable Percentage of (i) each LC Disbursement made by such Issuing Bank in dollars and (ii) the Dollar Equivalent, using the Exchange Rates on the date such payment is required, of each LC Disbursement made by such Issuing Bank in an Alternative Currency and, in each case, not reimbursed by the Borrower on the date due as provided in clause (e) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason (or, if such reimbursement payment was refunded in an Alternative Currency, the Dollar Equivalent thereof using the Exchange Rates on the date of such refund). Each Revolving Loan Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this clause in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Commitments, together with interest as hereinafter providedand that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Appears in 3 contracts
Samples: Credit Agreement (Seagate Technology Holdings PLC), Credit Agreement (Seagate Technology Holdings PLC), Credit Agreement (Seagate Technology Holdings PLC)
Participations. Each Revolving Lender upon issuance By the Issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Credit Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender’s Ratable Share of the obligations under Available Amount of such Letter of Credit. The Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Agent, for the account of such Issuing Lender therefor Bank, such Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and discharge when duenot reimbursed by the Borrower on the date made, its Revolving Commitment Percentage or of any reimbursement payment required to be refunded to the Borrower for any reason, which amount will be advanced, and deemed to be an Advance to the Borrower hereunder, regardless of the obligations arising under such Letter satisfaction of Credit; provided the conditions set forth in Section 3.02. Each Revolving Credit Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to a Commitment Increase in accordance with interest as hereinafter providedSection 2.21, an assignment in accordance with Section 8.07 or otherwise pursuant to this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Dollar General Corp), Credit Agreement (Dollar General Corp), Credit Agreement (Dollar General Corp)
Participations. Each Revolving Lender upon issuance By the Issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender’s Ratable Share of the obligations under Available Amount of such Letter of Credit Credit. Each Borrower hereby agrees to each such participation. In consideration and shall absolutelyin furtherance of the foregoing, each Lender hereby absolutely and unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Agent, for the account of such Issuing Lender therefor Bank, such Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and discharge when duenot reimbursed by the applicable Borrower on the date made, its Revolving Commitment Percentage or of any reimbursement payment required to be refunded to such Borrower for any reason, which amount will be advanced, and deemed to be an Advance to such Borrower hereunder, regardless of the obligations arising under such Letter satisfaction of Credit; provided the conditions set forth in Section 3.03. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to an assignment in accordance with interest as hereinafter providedSection 9.07 or otherwise pursuant to this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Corning Inc /Ny), Credit Agreement (Corning Inc /Ny), Credit Agreement (Corning Inc /Ny)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) by any Issuing Lender, shall be deemed to have purchased and without recourse a risk participation from any further action on the part of such Issuing Lender or the Lenders, such Issuing Lender hereby grants to each Lender, and each Lender hereby acquires from such Issuing Lender, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment such Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided . Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit issued on or after such date, the occurrence and continuance of a Default or reduction or termination of the Commitments. In consideration and in each case in accordance with furtherance of the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Documentforegoing, each such Revolving Lender shall hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of each Issuing Lender, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Lender its Revolving Commitment Percentage promptly upon the request of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made in the Currency of such LC Disbursement and without any offset, abatement, withholding or reduction whatsoever. Such payment obligation 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 Lender or the occurrence of a DefaultBorrower may have against such Issuing Lender, an Event of Default the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or eventcontinuance of a Default or the failure to satisfy any of the other conditions specified in Article V, (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 Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each such payment shall be made in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Lender the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to paragraph (f) of this Section, the Administrative Agent shall distribute such payment to the applicable Issuing Lender or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any such reimbursement payment made by a Lender pursuant to this paragraph to reimburse any Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not relieve or otherwise impair the obligation of the Borrower of its obligation to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter providedsuch LC Disbursement.
Appears in 3 contracts
Samples: Credit Agreement (Griffon Corp), Credit Agreement (Griffon Corp), Credit Agreement (Griffon Corp)
Participations. Each Revolving Lender Participant, upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a risk participation from the relevant Issuing Lender in such Letter of Credit and each LOC Document related thereto and the rights and obligations arising thereunder and any Collateral collateral relating thereto, in each case in an amount equal to its Revolving Loan Commitment Percentage of the obligations under such Letter of Credit Credit, and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the such Issuing Lender therefor and discharge when due, its Revolving Loan Commitment Percentage of the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving LenderParticipant’s participation in any Letter of Credit, to the extent that the any Issuing Lender has not been reimbursed as required hereunder or under any LOC Documentsuch Letter of Credit or pursuant to a Mandatory Borrowing under Section 2.2(e)(i), each such Revolving Lender Participant shall pay to the Issuing Lender fund its Revolving Commitment Percentage of Participation Interest in such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions terms of subsection (d) hereofSection 2.2(e)(ii). The Each Participant acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of each Revolving Lender to so reimburse the Issuing Lender shall be Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit (provided that such Letter of Credit shall expire no later than the date set forth in paragraph (a) of this Section), the occurrence and continuance of a Default, an Event any reduction or termination of Default the Commitments or any force majeure or other occurrence event that under any rule of law or eventuniform practices to which any Letter of Credit is subject permits a drawing to be made under such Letter of Credit after the expiration thereof or of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Participant further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the relevant Issuing Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representations and warranties of the Borrower deemed made pursuant to Section 5.2. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the relevant Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.
Appears in 3 contracts
Samples: Credit Agreement (Quest Diagnostics Inc), Credit Agreement (Quest Diagnostics Inc), Credit Agreement (Quest Diagnostics Inc)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, shall be deemed the applicable Issuing Bank hereby grants to have purchased without recourse each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; . In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Revolver Borrower on the date due as provided in paragraph (e) of this Section 2.05, or of any reimbursement payment required to be refunded to the Revolver Borrower for any reason, in each case, in Dollars at the Dollar Equivalent of such LC Disbursement (regardless of the actual currency of such LC Disbursement), except that any Person that becomes a amounts which the respective Issuing Bank requires to be repaid in an Alternative Currency permitted pursuant to following paragraph (e) shall also be required to be reimbursed by the respective Revolving Lenders as provided in this paragraph (d) in the respective Alternative Currency in which such amount is owing by the Borrowers. Each Revolving Lender after the Closing Date shall be deemed acknowledges and agrees that its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Default or Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse Revolving Credit Commitments or the Issuing Lender under fact that, as a result of changes in currency exchange rates, such Revolving Lender’s Revolving Credit Exposure at any Letter of Credittime might exceed its Revolving Credit Commitment at such time (in which case Section 2.11(b)(ix) shall apply), together with interest as hereinafter providedand that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Appears in 3 contracts
Samples: Credit Agreement (Indivior PLC), Credit Agreement (Indivior PLC), Credit Agreement (Indivior PLC)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Credit Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Revolving Credit Lender, and each such Revolving Credit Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Lender’s Applicable Revolving Commitment Percentage of the obligations aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s Applicable Revolving Percentage (determined as of the time or times at which the Revolving Credit Lenders are required to make payments in respect of unreimbursed LC Disbursements under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor pursuant to paragraph (e) below) of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as suretyprovided in paragraph (e) of this Section, and or of any reimbursement payment required to be obligated to pay refunded to the Issuing Lender therefor and discharge when dueBorrower for any reason (or, its Revolving Commitment Percentage if the currency of the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date applicable LC Disbursement or reimbursement payment shall be deemed a Designated Foreign Currency, an amount equal to have purchased a the US Dollar Equivalent thereof using the LC Exchange Rate in effect on the applicable LC Participation Interest Calculation Date). Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Commitments or any fluctuation in currency values, together with interest as hereinafter providedand that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Appears in 3 contracts
Samples: Credit Agreement (Huntington Ingalls Industries, Inc.), Credit Agreement (Huntington Ingalls Industries, Inc.), Credit Agreement (Huntington Ingalls Industries, Inc.)
Participations. Each Revolving Lender upon By the issuance of a Domestic Letter of CreditCredit and without any further action on the part of any Issuing Bank or the Lenders, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank with respect to such Letter of Credit hereby grants to each Domestic Revolving Credit Lender, and each such Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment such Lender’s Pro Rata Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a Revolving Lender after , effective upon the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters issuance of Credit on the date it becomes a Lender hereunder and any such Letter of Credit issued on or after such date(or, in the case of the Existing Letters of Credit, upon the Closing Date). By the issuance of a Multicurrency Letter of Credit and without any further action on the part of any Issuing Bank or the Lenders, the Issuing Bank with respect to such Letter of Credit hereby grants to each case Multicurrency Revolving Credit Lender, and each such Lender hereby acquires from such Issuing Bank, a participation in accordance with the foregoing terms. Without limiting the scope and nature such Letter of each Revolving Credit equal to such Lender’s participation in any Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit, to effective upon the extent that issuance of such Letter of Credit. By the issuance of a U.K. Letter of Credit and without any further action on the part of any Issuing Bank or the Lenders, the Issuing Bank with respect to such Letter of Credit hereby grants to each U.K. Revolving Credit Lender, and each such Lender has not been reimbursed as required hereunder or hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under any LOC Documentsuch Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each such Domestic Revolving Credit Lender, each Multicurrency Revolving Credit Lender shall and each U.K. Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Lender its Revolving Commitment Bank, such Lender’s Pro Rata Percentage of each Domestic L/C Disbursement, Multicurrency L/C Disbursement or U.K. L/C Disbursement, respectively, made by such unreimbursed drawing in same day funds Issuing Bank and not reimbursed by the applicable Borrower (or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in Section 2.02(e). Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in accordance with the provisions respect of subsection (d) hereof. The obligation Letters of each Revolving Lender to so reimburse the Issuing Lender shall be Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default, Default or an Event of Default Default, and that each such payment shall be made without any offset, abatement, withholding or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter providedreduction whatsoever.
Appears in 3 contracts
Samples: Credit Agreement (Cbre Group, Inc.), Credit Agreement (Cbre Group, Inc.), Credit Agreement (Cbre Group, Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank that is the issuer of such Letter of Credit hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall Administrative Agent, for the account of the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by the such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.04, or of any reimbursement payment required to be deemed refunded to have purchased a Participation Interest the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender under further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, together the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02 unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (c) of this Section 2.04, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Majority in Interest of the Revolving Lenders shall have notified the applicable Issuing Bank (with interest a copy to the Administrative Agent) in writing that, as hereinafter provideda result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).
Appears in 3 contracts
Samples: Credit Agreement (Crown Castle International Corp), Credit Agreement (Crown Castle International Corp), Credit Agreement (Crown Castle International Corp)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Facility Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Revolving Facility Lender, and each Revolving Facility Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Facility Lender’s Revolving Facility Percentage of the obligations aggregate amount available to be drawn under such Letter of Credit (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof). In consideration and shall absolutelyin furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Administrative Agent, for the account of the applicable Issuing Lender therefor and discharge when dueBank, its in Dollars, such Revolving Commitment Facility Lender’s Revolving Facility Percentage of each L/C Disbursement made by such Issuing Bank and not reimbursed by the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit Borrower on the date it becomes a Lender hereunder and due as provided in paragraph (e) of this Section, or of any Letter of Credit issued on or after such datereimbursement payment required to be refunded to the Borrower for any reason (calculated, in each the case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Alternate Currency Letter of Credit, based on the Dollar Equivalent thereof). Each Revolving Facility Lender acknowledges and agrees that its obligation to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds acquire participations pursuant to and this paragraph in accordance with the provisions respect of subsection (d) hereof. The obligation Letters of each Revolving Lender to so reimburse the Issuing Lender shall be Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Default or Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse Commitments or the Issuing Lender under fact that, as a result of changes in currency exchange rates, such Revolving Facility Lender’s Revolving Facility Credit Exposure at any Letter of Credittime might exceed its Revolving Facility Commitment at such time and that each such payment shall be made without any offset, together with interest as hereinafter providedabatement, withholding or reduction whatsoever.
Appears in 3 contracts
Samples: Credit Agreement (Claires Stores Inc), Credit Agreement (Claires Stores Inc), Credit Agreement (Claires Stores Inc)
Participations. Each Revolving Lender Lender, (i) on the Closing Date with respect to each Existing Letter of Credit and (ii) upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating theretothereunder, in each case in an amount equal to its Revolving Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.
Appears in 3 contracts
Samples: Credit Agreement (Mednax, Inc.), Credit Agreement (Mednax, Inc.), Credit Agreement (Pediatrix Medical Group Inc)
Participations. Each Revolving Lender Lender, (i) on the Closing Date with respect to each Existing Letter of Credit and (ii) upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a risk participation from the applicable Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the applicable Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the applicable Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the applicable Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the applicable Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower Company to reimburse the applicable Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.
Appears in 3 contracts
Samples: Credit Agreement (Universal Health Realty Income Trust), Credit Agreement (Universal Health Realty Income Trust), Credit Agreement (Universal Health Realty Income Trust)
Participations. Each Revolving Lender upon issuance By the Issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender’s Ratable Share of the obligations under Available Amount of such Letter of Credit Credit. The Borrower hereby agrees to each such participation. In consideration and shall absolutelyin furtherance of the foregoing, in accordance with Section 2.03(c), each Lender hereby absolutely and unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Paying Agent, for the account of such Issuing Lender therefor Bank, such Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and discharge when duenot reimbursed by the Borrower on the date made, its Revolving Commitment Percentage which amount will be advanced, and deemed to be a Base Rate Advance to the Borrower hereunder, regardless of the obligations arising under such Letter satisfaction of Credit; provided the conditions set forth in Section 3.02. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Commitment is amended pursuant to a Commitment Increase in accordance with interest as hereinafter providedSection 2.19, an assignment in accordance with Section 8.06 or otherwise pursuant to this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Kroger Co), Credit Agreement (Kroger Co), Credit Agreement (Kroger Co)
Participations. Each Revolving Lender upon By the issuance of a Letter of Credit, shall be deemed Credit (or an amendment to have purchased without recourse a risk participation from Letter of Credit increasing the amount thereof) by any Issuing Lender in respect of the Revolving Commitments, and without any further action on the part of such Issuing Lender or the Revolving Lenders, such Issuing Lender hereby grants to each Revolving Lender, and each such Revolving Lender hereby acquires from such Issuing Lender, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . Each Revolving Lender after the Closing Date shall be deemed acknowledges and agrees that its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any other occurrence offset, abatement, withholding or eventreduction whatsoever. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of the respective Issuing Lender, such Lender’s Applicable Percentage of (x) each LC Disbursement made by an Issuing Lender in respect of each Committed Letter of Credit and (y) the Dollar Equivalent, using the Exchange Rates on the date such payment is required, of each LC Disbursement made by such Issuing Lender in an Alternative Currency, promptly upon the request of such Issuing Lender at any time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Each such payment shall be made in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to the next following paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any such reimbursement payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not relieve or otherwise impair the obligation of the Borrower of its obligation to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter providedsuch LC Disbursement.
Appears in 3 contracts
Samples: Credit Agreement (Constellation Brands, Inc.), Credit Agreement (Constellation Brands, Inc.), Credit Agreement (Constellation Brands, Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank that issued such Letter of Credit hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment such Lender’s Applicable Percentage from time to time of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; . In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Subject to paragraph (m) of this Section, each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender under further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, together the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the applicable Borrower deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (c) of this Section, at least one Business Day prior to the latest date upon which the applicable Issuing Bank would be entitled to terminate such Letter of Credit prior to its automatic renewal), the Required Lenders shall have notified the applicable Issuing Bank (with interest a copy to the Administrative Agent) in writing that, as hereinafter provideda result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02 would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).
Appears in 3 contracts
Samples: Credit Agreement (Agilent Technologies Inc), Credit Agreement (Agilent Technologies Inc), Credit Agreement (Agilent Technologies Inc)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Credit Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender’s Ratable Share of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided . The Borrowers hereby agree to each such participation. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of such Issuing Bank, such Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the applicable Borrower on the date made, or of any reimbursement payment required to be refunded to a Borrower for any reason. Each Revolving Credit Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to an assignment in accordance with interest as hereinafter providedSection 9.07 or otherwise pursuant to this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Lubrizol Corp), Credit Agreement (Lubrizol Corp), Credit Agreement (Lubrizol Corp)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank that is the issuer of such Letter of Credit hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall Administrative Agent, for the account of the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be deemed refunded to have purchased a Participation Interest the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender under further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, together the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of Holdings and the Borrower deemed made pursuant to Section 4.03 unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (c) of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Majority in Interest of the Revolving Lenders shall have notified the applicable Issuing Bank (with interest a copy to the Administrative Agent) in writing that, as hereinafter provideda result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.03(a) or 4.03(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).
Appears in 3 contracts
Samples: Credit Agreement (Vectrus, Inc.), Credit Agreement (Vectrus, Inc.), Credit Agreement (Vectrus, Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit including any amendment increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Tranche A Lenders, shall be deemed the Issuing Lender hereby grants to have purchased without recourse a risk participation each Tranche A Lender, and each Tranche A Lender hereby acquires from the Issuing Lender Lender, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving such Tranche A Lender's Tranche A Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; . In consideration and in furtherance of the foregoing, each Tranche A Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of the Issuing Lender, such Tranche A Lender's Tranche A Commitment Percentage of each LC Disbursement made by the Issuing Lender and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Tranche A Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Lender under Tranche A Commitments, and that each such payment shall be made without any Letter of Creditoffset, together with interest as hereinafter providedabatement, withholding or reduction whatsoever.
Appears in 3 contracts
Samples: Loan and Guaranty Agreement (Collins & Aikman Corp), And Guaranty Agreement (Tower Automotive Inc), Tower Automotive Inc
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and shall absolutelynot reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, unconditionally and irrevocably assume, as primary obligor and not as surety, and or of any reimbursement payment required to be obligated to pay refunded to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that Borrower for any Person that becomes a reason. Each Revolving Lender after the Closing Date shall be deemed acknowledges and agrees that its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together the occurrence and continuance of a Default, any reduction or termination of the Revolving Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the expiration thereof or of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of Holdings and the Borrower deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (c) of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Required Revolving Lenders shall have notified the applicable Issuing Bank (with interest a copy to the Administrative Agent) in writing that, as hereinafter provideda result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or Section 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).
Appears in 2 contracts
Samples: Second Amendment (Broadcom Cayman L.P.), Credit Agreement (Avago Technologies LTD)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof), shall be deemed and without any further action on the part of the applicable L/C Issuer or the Lenders, such L/C Issuer hereby grants to have purchased without recourse each Revolving Lender, and each Revolving Lender hereby acquires from such L/C Issuer, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Revolving Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall Administrative Agent, for the account of the applicable L/C Issuer, such Revolving Lender’s Applicable Revolving Percentage of the amount of each L/C Disbursement made by an L/C Issuer and not reimbursed by the Borrower on the date due as provided Section 2.03(f), or of any reimbursement payment required to be deemed refunded to have purchased a Participation Interest the Borrower for any reason, including the Revolving Maturity Date. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(e) in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder is absolute, unconditional and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be absolute and unconditional irrevocable and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, extension, reinstatement or renewal of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Aggregate Revolving Commitments, together and that any such payment made pursuant to Section 2.03(f) shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Revolving Lender’s Applicable Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such Revolving Lender’s Revolving Commitment is amended pursuant to this Agreement, as a result of an assignment in accordance with interest as hereinafter providedSection 10.06 or otherwise.
Appears in 2 contracts
Samples: Credit Agreement (Ansys Inc), Credit Agreement (Ansys Inc)
Participations. Each Revolving Lender upon By the issuance of a any Letter of CreditCredit of any Class (or an amendment to any Letter of Credit increasing the amount thereof) by any Issuing Lender, shall be deemed to have purchased and without recourse a risk participation from any further action on the part of such Issuing Lender or the Letter of Credit Lenders, such Issuing Lender hereby grants to each applicable Letter of Credit Lender, and each such Letter of Credit Lender hereby acquires from such Issuing Lender, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Lender’s Applicable Percentage of the obligations arising aggregate amount available to be drawn under such Letter of Credit; provided . Each Letter of Credit Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Default or Event of Default or any other occurrence reduction or eventtermination of Commitments. Any such reimbursement shall not relieve or otherwise impair the obligation In consideration and in furtherance of the Borrower foregoing, each Letter of Credit Lender hereby absolutely and unconditionally agrees to reimburse pay to the Administrative Agent, for account of the applicable Issuing Lender, such Letter of Credit Lender’s Applicable Percentage of each Letter of Credit Disbursement made by such Issuing Lender under any on the Business Day following the Disbursement Date in respect of such Letter of CreditCredit Disbursement. Such payment shall be made without any offset, together abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.05 with interest as hereinafter providedrespect to Loans made by such Letter of Credit Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Letter of Credit Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Lender the amounts so received by it from the applicable Letter of Credit Lenders.
Appears in 2 contracts
Samples: Credit Agreement (NRG Yield, Inc.), Credit Agreement (GenOn Energy, Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Lender, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank that is the issuer of such Letter of Credit hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall Administrative Agent, for the account of the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (f) of this Section 2.05, or of any reimbursement payment required to be deemed refunded to have purchased a Participation Interest the applicable Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrowers deemed made pursuant to Section 4.03, unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (c) of this Section 2.05, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Majority in Interest of the Revolving Lenders shall have notified the applicable Issuing Bank (with interest a copy to the Administrative Agent) in writing that, as hereinafter provideda result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.03(a) or 4.03(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).
Appears in 2 contracts
Samples: Credit Agreement (Minerals Technologies Inc), Credit Agreement (Minerals Technologies Inc)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, shall be deemed the Issuing Bank hereby grants to have purchased without recourse a risk participation each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Lender Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Lender’s Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall Administrative Agent, for the account of the Issuing Bank, such Revolving Lender’s Commitment Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be deemed refunded to have purchased a Participation Interest Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a DefaultDefault or reduction or termination of the Revolving Credit Commitments, an and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. The Issuing Bank will not issue any Letters of Credit on or after the Effective Date which are due to expire by their terms on or prior to the Revolving Credit Maturity Date. For the avoidance of doubt, upon a later Revolving Credit Maturity Date (other than the Final Revolving Credit Maturity Date), provided that no Default or Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair have occurred and be continuing, the obligation aggregate amount of participations in Letters of Credit by Revolving Lenders in respect of the Borrower Class of Revolving Credit Commitments terminating on such Revolving Credit Maturity Date shall be deemed reallocated to reimburse the Issuing Revolving Lenders holding other Classes of Revolving Credit Commitments so that the participation of the remaining Revolving Lenders in outstanding Letters of Credit shall be in proportion to their respective remaining Revolving Credit Commitments (provided that such reallocation will not result in a Revolving Credit Exposure of any Lender under any Letter of Credit, together with interest as hereinafter providedexceeding its Revolving Credit Commitment).
Appears in 2 contracts
Samples: Pledge Agreement (Lifepoint Health, Inc.), Credit Agreement (Lifepoint Hospitals, Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank that is the issuer of such Letter of Credit hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall Administrative Agent, for the account of the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be deemed refunded to have purchased a Participation Interest the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender under further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, together the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of Holdings and the Borrower deemed made pursuant to Section 4.02 unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic extension permitted pursuant to paragraph (c) of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Majority in Interest of the Revolving Lenders shall have notified the applicable Issuing Bank (with interest a copy to the Administrative Agent) in writing that, as hereinafter provideda result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).
Appears in 2 contracts
Samples: Credit Agreement (Resideo Technologies, Inc.), Credit Agreement (Resideo Technologies, Inc.)
Participations. Each Revolving Lender upon By the issuance of a Euro Letter of Credit (or an amendment to a Euro Letter of Credit increasing the amount thereof) and without any further action on the part of the Euro Issuing Lender or the Lenders, the Euro Issuing Lender hereby grants to each Euro Revolving Credit Lender, and each such Euro Revolving Credit Lender hereby acquires from the Euro Issuing Lender, a participation in such Euro Letter of Credit equal to such Lender’s Euro Applicable Percentage of the aggregate amount available to be drawn under such Euro Letter of Credit, shall be deemed to have purchased without recourse a risk participation from the Issuing Lender . In consideration and in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage furtherance of the obligations under such Letter of foregoing, each Euro Revolving Credit Lender hereby absolutely and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Euro Administrative Agent, for the account of the Euro Issuing Lender, such Lender’s Euro Applicable Percentage of each Euro LC Disbursement made by the Euro Issuing Lender therefor and discharge when duenot reimbursed by the Euro Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Euro Borrower for any reason. Each Euro Revolving Credit Lender acknowledges and agrees that its Revolving Commitment Percentage obligation to acquire participations pursuant to this paragraph in respect of the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Euro Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Euro Letter of Credit or the occurrence and continuance of a Default, Default or an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Lender under Commitments, and that each such payment shall be made without any Letter of Creditoffset, together with interest as hereinafter providedabatement, withholding or reduction whatsoever.
Appears in 2 contracts
Samples: Credit Agreement (Dynamic Materials Corp), Credit Agreement (Dynamic Materials Corp)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender's Applicable Percentage of the obligations aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender's Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and shall absolutelynot reimbursed by the applicable Borrower on the date due as provided in paragraph (f) of this Section, unconditionally and irrevocably assume, as primary obligor and not as surety, and or of any reimbursement payment required to be obligated refunded to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that a Borrower for any Person that becomes a reason. Each Revolving Lender after the Closing Date shall be deemed acknowledges and agrees that its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender under further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, together the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Company and each Subsidiary Borrower deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended, the Required Lenders shall have notified the applicable Issuing Bank (with interest a copy to the Administrative Agent) in writing that, as hereinafter provideda result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or Section 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, it shall have no obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).
Appears in 2 contracts
Samples: Credit Agreement (Vishay Intertechnology Inc), Credit Agreement (Vishay Intertechnology Inc)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed the applicable Issuing Bank hereby grants to have purchased without recourse each Tranche A Lender, and each Tranche A Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment such Lender’s Tranche A Percentage from time to time of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; . In consideration and in furtherance of the foregoing, each Tranche A Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Lender’s Tranche A Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Tranche A Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Tranche A Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender under further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, together with interest as hereinafter providedthe Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representations and warranties of the Company deemed made pursuant to Section 2.04(b) or 4.02.
Appears in 2 contracts
Samples: Credit Agreement (Amdocs LTD), Credit Agreement (Amdocs LTD)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof), shall be deemed and without any further action on the part of the applicable L/C Issuer or the Lenders, such L/C Issuer hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such L/C Issuer, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment such Lender’s Applicable Percentage of the obligations aggregate amount available to be drawn under such Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this clause (e) in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Aggregate Revolving Credit Commitments. In consideration and in furtherance of the foregoing, each Lender hereby absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Issuing Lender therefor and discharge when dueAdministrative Agent, its Revolving Commitment for the account of the applicable L/C Issuer, such Lender’s Applicable Percentage of each L/C Disbursement made by an L/C Issuer not later than 1:00 p.m. on the obligations arising under Business Day specified in the notice provided by the Administrative Agent to the Lenders pursuant to Section 2.03(f) until such Letter of Credit; provided that L/C Disbursement is reimbursed by the applicable Borrower or at any Person that becomes a Revolving Lender time after any reimbursement payment is required to be refunded to the applicable Borrower for any reason, including after the Closing Maturity Date with respect to the Revolving Credit Facility. Such payment shall be deemed made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.02 with respect to have purchased a Participation Interest in all outstanding Letters Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of Credit on the date Lenders), and the Administrative Agent shall promptly pay to the applicable L/C Issuer the amounts so received by it becomes a Lender hereunder and from the Lenders. Promptly following receipt by the Administrative Agent of any Letter of Credit issued on or after payment from the applicable Borrower pursuant to Section 2.03(f), the Administrative Agent shall distribute such date, in each case in accordance with payment to the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Creditapplicable L/C Issuer or, to the extent that the Issuing Lenders have made payments pursuant to this clause (e) to reimburse such L/C Issuer, then to such Lenders and such L/C Issuer as their interests may appear. Any payment made by a Lender has pursuant to this clause (e) to reimburse an L/C Issuer for any L/C Disbursement shall not been reimbursed as required hereunder or constitute a Loan and shall not relieve any Borrower of its obligation to reimburse such L/C Disbursement. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Applicable Percentage of the aggregate amount available to be drawn under any LOC Document, such Letter of Credit at each time such Xxxxxx’s Revolving Lender shall pay Credit Commitment is amended pursuant to the Issuing Lender its Revolving Commitment Percentage operation of such unreimbursed drawing in same day funds pursuant to and Section 2.14 or 2.15, as a result of an assignment in accordance with Section 10.06 or otherwise pursuant to this Agreement. If any Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of subsection (d) hereof. The obligation this Section 2.03(e), then, without limiting the other provisions of each Revolving Lender to so reimburse this Agreement, the Issuing Lender applicable L/C Issuer shall be absolute entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and unconditional and shall not be affected a rate determined by the occurrence of a Defaultapplicable L/C Issuer in accordance with banking industry rules on interbank compensation, an Event of Default plus any administrative, processing or any other occurrence similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or event. Any such reimbursement shall not relieve or otherwise impair the obligation L/C Advance in respect of the Borrower relevant L/C Borrowing, as the case may be. A certificate of any L/C Issuer submitted to reimburse any Lender (through the Issuing Lender Administrative Agent) with respect to any amounts owing under any Letter of Credit, together with interest as hereinafter providedthis clause (vi) shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Highwoods Realty LTD Partnership), Credit Agreement (Highwoods Realty LTD Partnership)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Lenders, shall be deemed subject to have purchased without recourse Section 2.19(a)(iv), each Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from each Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender’s Ratable Share of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; . The Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank, such Lender’s Ratable Share of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.03(d), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to an assignment in accordance with interest as hereinafter providedSection 8.06 or otherwise pursuant to this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Coca Cola Bottling Co Consolidated /De/), Credit Agreement (Coca Cola Bottling Co Consolidated /De/)
Participations. Each Revolving Lender upon By the issuance of a Letter of Credit, shall be deemed Credit (or an amendment to have purchased a Letter of Credit increasing the amount thereof) and without recourse a risk participation from any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be deemed refunded to have purchased a Participation Interest the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any issuance, amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender under further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, together the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (d) of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Majority in Interest of the Revolving Lenders shall have notified the applicable Issuing Bank (with interest a copy to the Administrative Agent) in writing that, as hereinafter provideda result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).
Appears in 2 contracts
Samples: Credit Agreement (Camping World Holdings, Inc.), Credit Agreement (Camping World Holdings, Inc.)
Participations. Each Revolving Lender upon issuance By the Issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender’s Ratable Share of the obligations under Available Amount of such Letter of Credit Credit. The Borrower hereby agrees to each such participation. In consideration and shall absolutelyin furtherance of the foregoing, each Lender hereby absolutely and unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Agent, for the account of such Issuing Lender therefor Bank, such Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and discharge when duenot reimbursed by the Borrower on the date made, its Revolving Commitment Percentage or of any reimbursement payment required to be refunded to the Borrower for any reason, which amount will be advanced, and deemed to be an Advance to the Borrower hereunder, regardless of the obligations arising under such Letter satisfaction of Credit; provided the conditions set forth in Section 3.02. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to a Commitment Increase in accordance with interest as hereinafter providedSection 2.21, an assignment in accordance with Section 8.07 or otherwise pursuant to this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Dollar General Corp), Credit Agreement (Dollar General Corp)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, shall be deemed the Issuing Bank hereby irrevocably grants to have purchased without recourse a risk participation each Tranche A Revolving Lender, and each Tranche A Revolving Lender hereby acquires from the Issuing Lender Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Tranche A Revolving Commitment Lender’s Tranche A Pro Rata Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Tranche A Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall Administrative Agent, for the account of the Issuing Bank, such Tranche A Revolving Lender’s Tranche A Pro Rata Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.17(e), or of any reimbursement payment required to be deemed refunded to have purchased a Participation Interest Borrower for any reason. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Commitments, together or expiration, termination or collateralization of any Letter of Credit in accordance with interest as hereinafter providedthe terms of this Agreement and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Bankrate, Inc.), Revolving Credit Agreement (Bankrate, Inc.)
Participations. Each Revolving Lender upon Upon the date of the issuance or increase of a Letter of CreditCredit occurring on or after the Closing Date, the Issuing Bank shall be deemed to have sold to each other Revolving Lender and each other Revolving Lender shall have been deemed to have purchased without recourse a risk participation from the Issuing Bank a participation in the related Letter of Credit Obligations equal to such Revolving Lender’s Revolving Pro Rata Share at such date. The Issuing Bank shall promptly give notice of the issuance or increase of each Letter of Credit to the Administrative Agent and the Revolving Lenders. In consideration and in furtherance of the foregoing, each Revolving Lender in hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Revolving Lender’s Revolving Pro Rata Share of each payment or disbursement made by an Issuing Bank pursuant to a Letter of Credit and the obligations arising thereunder and any Collateral relating theretonot reimbursed by a Borrower (or, in each case in an amount equal if applicable, another party pursuant to its Revolving Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, any other Loan Document) forthwith on the date due as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that any Person that becomes a in Section 2.14(c). Each Revolving Lender after the Closing Date shall be deemed acknowledges and agrees that its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default, Default or an Event of Default Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall as promptly as possible give telephonic notification, confirmed by fax, to the Administrative Agent and the applicable Borrower of such demand for payment and whether the Issuing Bank has made or will make disbursement thereunder; provided that any other occurrence failure to give or event. Any delay in giving such reimbursement notice shall not relieve or otherwise impair the such Borrower of its obligation of the Borrower to reimburse the Issuing Bank and the Revolving Lenders with respect to any such payment or disbursement. The Administrative Agent shall promptly give each Revolving Lender under any Letter of Credit, together with interest as hereinafter providednotice thereof.
Appears in 2 contracts
Samples: Credit Agreement (MxEnergy Holdings Inc), Credit Agreement (MxEnergy Holdings Inc)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof), shall be deemed and without any further action on the part of the applicable L/C Issuer or the Lenders, such L/C Issuer hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such L/C Issuer, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment such Lender’s Applicable Percentage of the obligations aggregate amount available to be drawn under such Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this clause (e) in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Aggregate Revolving Credit Commitments. In consideration and in furtherance of the foregoing, each Lender hereby absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Issuing Lender therefor and discharge when dueAdministrative Agent, its Revolving Commitment for the account of the applicable L/C Issuer, such Lender’s Applicable Percentage of each L/C Disbursement made by an L/C Issuer not later than 1:00 p.m. on the obligations arising under Business Day specified in the notice provided by the Administrative Agent to the Lenders pursuant to Section 2.03(f) until such Letter of Credit; provided that L/C Disbursement is reimbursed by the applicable Borrower or at any Person that becomes a Revolving Lender time after any reimbursement payment is required to be refunded to the applicable Borrower for any reason, including after the Closing Maturity Date with respect to the Revolving Credit Facility. Such payment shall be deemed made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.02 with respect to have purchased a Participation Interest in all outstanding Letters Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of Credit on the date Lenders), and the Administrative Agent shall promptly pay to the applicable L/C Issuer the amounts so received by it becomes a Lender hereunder and from the Lenders. Promptly following receipt by the Administrative Agent of any Letter of Credit issued on or after payment from the applicable Borrower pursuant to Section 2.03(f), the Administrative Agent shall distribute such date, in each case in accordance with payment to the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Creditapplicable L/C Issuer or, to the extent that the Issuing Lenders have made payments pursuant to this clause (e) to reimburse such L/C Issuer, then to such Lenders and such L/C Issuer as their interests may appear. Any payment made by a Lender has pursuant to this clause (e) to reimburse an L/C Issuer for any L/C Disbursement shall not been reimbursed as required hereunder or constitute a Loan and shall not relieve any Borrower of its obligation to reimburse such L/C Disbursement. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Applicable Percentage of the aggregate amount available to be drawn under any LOC Document, such Letter of Credit at each time such Lender’s Revolving Lender shall pay Credit Commitment is amended pursuant to the Issuing Lender its Revolving Commitment Percentage operation of such unreimbursed drawing in same day funds pursuant to and Section 2.14 or 2.15, as a result of an assignment in accordance with Section 10.06 or otherwise pursuant to this Agreement. If any Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of subsection (d) hereof. The obligation this Section 2.03(e), then, without limiting the other provisions of each Revolving Lender to so reimburse this Agreement, the Issuing Lender applicable L/C Issuer shall be absolute entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and unconditional and shall not be affected a rate determined by the occurrence of a Defaultapplicable L/C Issuer in accordance with banking industry rules on interbank compensation, an Event of Default plus any administrative, processing or any other occurrence similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or event. Any such reimbursement shall not relieve or otherwise impair the obligation L/C Advance in respect of the Borrower relevant L/C Borrowing, as the case may be. A certificate of any L/C Issuer submitted to reimburse any Lender (through the Issuing Lender Administrative Agent) with respect to any amounts owing under any Letter of Credit, together with interest as hereinafter providedthis clause (vi) shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Highwoods Realty LTD Partnership), Credit Agreement (Highwoods Realty LTD Partnership)
Participations. Each Revolving Lender upon issuance By the Issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Credit Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender’s Ratable Share of the obligations under Available Amount of such Letter of Credit. The Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Agent, for the account of such Issuing Lender therefor Bank, such Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and discharge when duenot reimbursed by the Borrower on the date made, its Revolving Commitment Percentage or of any reimbursement payment required to be refunded to the Borrower for any reason, which amount will be advanced, and deemed to be an Advance to the Borrower hereunder, regardless of the obligations arising under such Letter satisfaction of Credit; provided the conditions set forth in Section 3.04. Each Revolving Credit Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to a Commitment Increase in accordance with interest as hereinafter providedSection 2.21, an assignment in accordance with Section 9.07 or otherwise pursuant to this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (SAIC Gemini, Inc.), Credit Agreement (Science Applications International Corp)
Participations. Each Revolving Lender Lender, upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event, including those set forth in Section 2.2(e). Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.
Appears in 2 contracts
Samples: Credit Agreement (ARKO Corp.), Credit Agreement (ARKO Corp.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender’s Ratable Share of the obligations under Available Amount of such Letter of Credit Credit. Each Borrower hereby agrees to each such participation. In consideration and shall absolutelyin furtherance of the foregoing, each Lender hereby absolutely and unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Agent, for the account of such Issuing Lender therefor Bank, such Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and discharge when duenot reimbursed by the applicable Borrower on the date made, its Revolving Commitment Percentage or of any reimbursement payment required to be refunded to such Borrower for any reason, which amount will be advanced, and deemed to be an Advance to such Borrower hereunder, regardless of the obligations arising under such Letter satisfaction of Credit; provided the conditions set forth in Section 3.03. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to a Commitment Increase, an assignment in accordance with interest as hereinafter providedSection 2.19 or 9.07 or otherwise pursuant to this Agreement.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Cytec Industries Inc/De/), Five Year Credit Agreement (Cytec Industries Inc/De/)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the obligations arising thereunder foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (f) of this Section, or of any Collateral relating theretoreimbursement payment required to be refunded to the applicable Borrower for any reason. Such payment by the Revolving Lenders shall be made (i) if the currency of the applicable LC Disbursement or reimbursement payment shall be US Dollars, in each case US Dollars and (ii) subject to paragraph (l) of this Section, if the currency of the applicable LC Disbursement or reimbursement payment shall be a currency other than US Dollars, in US Dollars in an amount equal to its Revolving Commitment Percentage the US Dollar Equivalent of such LC Disbursement or reimbursement payment, calculated by the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to Administrative Agent using the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of LC Exchange Rate on the obligations arising under such Letter of Credit; provided that any Person that becomes a applicable LC Participation Calculation Date. Each Revolving Lender after the Closing Date shall be deemed acknowledges and agrees that (i) its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together any fluctuation in currency values, the occurrence and continuance of any Default, any reduction or termination of the Revolving Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the expiration thereof or of the Revolving Commitments, and (ii) each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrowers deemed made pursuant to Section 4.03, unless, at least two Business Days prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic annual renewal of such Letter of Credit in accordance with interest its terms, at least two Business Days prior to the time by which the election not to extend must be made by the applicable Issuing Bank), a Majority in Interest of the Revolving Lenders shall have notified the applicable Issuing Bank (with a copy to the Administrative Agent) in writing that, as hereinafter provideda result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.03(a) or 4.03(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).
Appears in 2 contracts
Samples: Credit Agreement (Westinghouse Air Brake Technologies Corp), Credit Agreement (Westinghouse Air Brake Technologies Corp)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and shall absolutelynot reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, unconditionally and irrevocably assume, as primary obligor and not as surety, and or of any reimbursement payment required to be obligated to pay refunded to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that Borrower or any other Person that becomes a for any reason. Each Revolving Lender after the Closing Date shall be deemed acknowledges and agrees that its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender under further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, together the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended, the Majority in Interest of the Revolving Lenders shall have notified the applicable Issuing Bank (with interest a copy to the Administrative Agent) in writing that, as hereinafter provideda result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, it shall have no obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied in its sole discretion that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).
Appears in 2 contracts
Samples: Credit Agreement (Bentley Systems Inc), Credit Agreement (Bentley Systems Inc)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender's Ratable Share of the obligations under Available Amount of such Letter of Credit Credit. Each Borrower hereby agrees to each such participation. In consideration and shall absolutelyin furtherance of the foregoing, each Lender hereby absolutely and unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Agent, for the account of such Issuing Lender therefor Bank, such Lender's Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and discharge when duenot reimbursed by the applicable Borrower on the date made, its Revolving Commitment Percentage or of any reimbursement payment required to be refunded to such Borrower for any reason, which amount will be advanced, and deemed to be an Advance to such Borrower hereunder, regardless of the obligations arising under such Letter satisfaction of Credit; provided the conditions set forth in Section 3.03. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender's Ratable Share of the Available Amount of such Letter of Credit at each time such Lender's Revolving Credit Commitment is amended pursuant to a Commitment Increase in accordance with interest as hereinafter providedSection 2.18, an assignment in accordance with Section 9.07 or otherwise pursuant to this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Chemtura CORP), Credit Agreement (Chemtura CORP)
Participations. Each Revolving Lender upon issuance By the Issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender’s Ratable Share of the obligations under Available Amount of such Letter of Credit Credit. Each Borrower hereby agrees to each such participation. In consideration and shall absolutelyin furtherance of the foregoing, each Lender hereby absolutely and unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Administrative Agent, for the account of such Issuing Lender therefor Bank, such Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and discharge when duenot reimbursed by the applicable Borrower on the date made, its or of any reimbursement payment required to be refunded to such Borrower for any reason, which amount will be advanced, and deemed to be a Revolving Commitment Percentage Credit Advance to such Borrower hereunder, regardless of the obligations arising under such Letter satisfaction of Credit; provided the conditions set forth in Section 3.3. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to a Commitment Increase in accordance with interest as hereinafter providedSection 2.15, an assignment in accordance with Section 10.6 or otherwise pursuant to this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Marsh & McLennan Companies, Inc.), Assignment and Assumption (Marsh & McLennan Companies, Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender’s Ratable Share of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided . The Borrowers hereby agree to each such participation. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of such Issuing Bank, such Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the applicable Borrower on the date made, or of any reimbursement payment required to be refunded to a Borrower for any reason. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to a Commitment Increase in accordance with interest as hereinafter providedSection 2.18, an assignment in accordance with Section 9.07 or otherwise pursuant to this Agreement.
Appears in 2 contracts
Samples: Year Credit Agreement (Lubrizol Corp), Year Credit Agreement (Lubrizol Corp)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof or an extension or renewal thereof) and without any further action on the part of the Issuing Bank or the Delayed Draw Lenders, shall be deemed the Issuing Bank hereby grants to have purchased without recourse a risk participation each Delayed Draw Lender, and each Delayed Draw Lender hereby acquires from the Issuing Lender Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment such Delayed Draw Lender’s Delayed Draw Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a Revolving . In consideration and in furtherance of the foregoing, each Delayed Draw Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters Administrative Agent, for the account of Credit the Issuing Bank, such Lender’s Delayed Draw Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date it becomes a due as provided in Section 2.06(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Delayed Draw Lender hereunder acknowledges and any agrees that its obligation to acquire participations pursuant to this Section 2.06(d) upon the issuance, amendment, extension or renewal of each Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence and continuance of a Default, an Default or Event of Default (including any Event of Default described in Section 10.01(h) or any other occurrence Section 10.01(i)), or event. Any such reimbursement shall not relieve reduction or otherwise impair the obligation termination of the Borrower Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever; provided that no Delayed Draw Lender shall be obligated to reimburse the Issuing Lender fund any participation under any Letter this Section 2.06(d) in an amount in excess of Credit, together with interest as hereinafter providedits Delayed Draw Amount.
Appears in 2 contracts
Samples: Term Loan Credit (Rex Energy Corp), Intercreditor Agreement (Rex Energy Corp)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank that is the issuer of such Letter of Credit hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall Administrative Agent, for the account of the applicable Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Swiss Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be deemed refunded to have purchased a Participation Interest the Swiss Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender under further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, together the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of Holdings and the Borrowers deemed made pursuant to Section 4.02 unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended (or, in the case of an automatic renewal permitted pursuant to paragraph (c) of this Section, at least one Business Day prior to the time by which the election not to extend must be made by the applicable Issuing Bank), the Majority in Interest of the Revolving Lenders shall have notified the applicable Issuing Bank (with interest a copy to the Administrative Agent) in writing that, as hereinafter provideda result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, no Issuing Bank shall have any obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).
Appears in 2 contracts
Samples: Credit Agreement (Garrett Motion Inc.), Credit Agreement (Garrett Motion Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Revolving Lenders, shall be deemed the Issuing Bank hereby grants to have purchased without recourse a risk participation each Revolving Lender, and each such Revolving Lender hereby acquires from the Issuing Lender Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a Revolving Lender after . In consideration and in furtherance of the Closing Date shall be deemed to have purchased a Participation Interest in all outstanding Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Documentforegoing, each such Revolving Lender shall hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Lender its Bank, such Revolving Commitment Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each such unreimbursed drawing in same day funds Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to and this paragraph in accordance with the provisions respect of subsection (d) hereof. The obligation Letters of each Revolving Lender to so reimburse the Issuing Lender shall be Credit is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, together with interest and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to any Revolving Lender to the extent of any direct damages (as hereinafter providedopposed to consequential damages, claims in respect of which are hereby waived by each Revolving Lender to the extent permitted by applicable law) suffered by such Revolving Lender that are caused by the Issuing Bank’s failure to exercise due care (the Revolving Lenders expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised due care).
Appears in 2 contracts
Samples: Credit Agreement (Virtus Investment Partners, Inc.), Credit Agreement (Virtus Investment Partners, Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender's Pro Rata Share of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided . Each Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Lender's Pro Rata Share of each drawing made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the applicable Borrower on the date made, or of any reimbursement payment required to be refunded to any Borrower for any reason. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender's Pro Rata Share of the Available Amount of such Letter of Credit at each time such Lender's Revolving Credit Commitment is amended pursuant to a Commitment Increase in accordance with interest as hereinafter providedSection 2.19, an assignment in accordance with Section 9.07 or otherwise pursuant to this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Black & Decker Corp), Credit Agreement (Black & Decker Corp)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof), shall be deemed and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment such Lender’s Applicable Percentage of the obligations aggregate amount available to be drawn under such Letter of Credit. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments. In consideration and in furtherance of the foregoing, each Lender hereby absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Agent, for account of the respective Issuing Lender therefor and discharge when dueBank, its Revolving Commitment such Xxxxxx’s Applicable Percentage of each L/C Disbursement made by an Issuing Bank promptly upon the obligations arising under request of such Letter Issuing Bank at any time from the time of Credit; provided that such L/C Disbursement until such L/C Disbursement is reimbursed by the Borrower or at any Person that becomes a Revolving Lender time after any reimbursement payment is required to be refunded to the Borrower for any reason, including after the Closing Date Commitment Termination Date. Such payment shall be deemed made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.06 with respect to have purchased a Participation Interest in all outstanding Letters Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of Credit on the date Lenders), and the Agent shall promptly pay to the respective Issuing Bank the amounts so received by it becomes a Lender hereunder and from the Lenders. Promptly following receipt by the Agent of any Letter of Credit issued on or after payment from the Borrower pursuant to Section 2.05(f), the Agent shall distribute such date, in each case in accordance with payment to the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Creditrespective Issuing Bank or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender has pursuant to this paragraph to reimburse an Issuing Bank for any L/C Disbursement shall not been reimbursed as required hereunder or constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such L/C Disbursement. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Applicable Percentage of the aggregate amount available to be drawn under any LOC Document, such Letter of Credit at each time such Revolving Lender shall pay Xxxxxx's Commitment is amended pursuant to the Issuing Lender its Revolving Commitment Percentage operation of such unreimbursed drawing in same day funds pursuant to and Section 2.23, as a result of an assignment in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve Section 9.04 or otherwise impair the obligation of the Borrower pursuant to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter providedthis Agreement.
Appears in 2 contracts
Samples: Credit Agreement (SWK Holdings Corp), Credit Agreement (SWK Holdings Corp)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and, shall be deemed in the case of the Letters of Credit listed on Schedule 2.01(b) hereto, on and as of the Closing Date, in each case without any further action on the part of the applicable Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender's Pro Rata Share of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided . The Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Paying Agent, for the account of such Issuing Bank, such Lender's Pro Rata Share of each Letter of Credit Advance funded by such Issuing Bank and not reimbursed by the Borrower on the date made, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Default or Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. The obligations of the Lenders under this Section 2.03(b) with respect to reimburse Letters of Credit that have an expiration date later than the Termination Date and have not been drawn in full as of the Termination Date shall terminate as of the end of business on the Termination Date and, thereafter, the obligations under such Letters of Credit outstanding after the Termination Date shall be the responsibility of the Issuing Lender under any Bank that issued such Letter of Credit, together with interest as hereinafter provided.
Appears in 2 contracts
Samples: Agreement (At&t Corp), Credit Agreement (At&t Corp)
Participations. Each Revolving Lender upon By the issuance of a Letter of Credit, shall be deemed Credit (or an amendment to have purchased a Letter of Credit increasing the amount thereof) and without recourse a risk participation from any further action on the part of the Issuing Bank that issues such Letter of Credit or the Revolving Lenders, each Issuing Bank that issues a Letter of Credit hereunder hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Percentage Lender’s Ratable Revolving Portion of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date shall Administrative Agent, for the account of each Issuing Bank that issues a Letter of Credit hereunder, such Revolving Lender’s Ratable Revolving Portion of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be deemed refunded to have purchased a Participation Interest the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Committed Revolving Amounts, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. At least once per quarter, the Administrative Agent shall provide each Revolving Lender with a schedule showing the amount of such Revolving Lender’s participations in outstanding Letters of Credit; provided, together that the Administrative Agent shall have no liability for any failure to comply with interest as hereinafter providedthis provision.
Appears in 2 contracts
Samples: Credit Agreement (Genesis Energy Lp), Credit Agreement (Genesis Energy Lp)
Participations. Each Revolving Lender upon issuance By the Issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender’s Ratable Share of the obligations under Available Amount of such Letter of Credit Credit. Each Borrower hereby agrees to each such participation. In consideration and shall absolutelyin furtherance of the foregoing, each Lender hereby absolutely and unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Agent, for the account of such Issuing Lender therefor Bank, in same day funds, such Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and discharge when duenot reimbursed by the applicable Borrower on the date made, its or of any reimbursement payment required to be refunded to such Borrower for any reason, which amount will be advanced, and deemed to be a Revolving Commitment Percentage Credit Advance to such Borrower hereunder, regardless of the obligations arising under such Letter satisfaction of Credit; provided the conditions set forth in Section 3.03. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended pursuant to a Commitment Increase pursuant to Section 2.18, an assignment in accordance with interest as hereinafter providedSection 9.07 or otherwise pursuant to this Agreement.
Appears in 2 contracts
Samples: Assignment and Assumption (Jabil Circuit Inc), Five Year Credit Agreement (Jabil Circuit Inc)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof), shall be deemed and without any further action on the part of the L/C Issuer or the Revolving Credit Lenders, the L/C Issuer hereby grants to have purchased without recourse a risk participation each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from the Issuing Lender L/C Issuer, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Credit Lender’s Applicable Percentage of the obligations aggregate amount available to be drawn under such Letter of Credit. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this clause in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Issuing Lender therefor and discharge when dueAdministrative Agent, its for account of the L/C Issuer, such Revolving Commitment Credit Lender’s Applicable Percentage of each L/C Disbursement made by the obligations arising under L/C Issuer not later than 1:00 p.m. on the Business Day specified in the notice provided by the Administrative Agent to the Revolving Credit Lenders pursuant to Section 2.03(f) until such Letter of Credit; provided that L/C Disbursement is reimbursed by the Company or at any Person that becomes a Revolving Lender time after any reimbursement payment is required to be refunded to the Company for any reason, including after the Closing Date Maturity Date. Such payment shall be deemed made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.02 with respect to have purchased a Participation Interest in all outstanding Letters Loans made by such Revolving Credit Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit on Lenders), and the date Administrative Agent shall promptly pay to the L/C Issuer the amounts so received by it becomes a Lender hereunder and from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any Letter of Credit issued on or after payment from the Company pursuant to Section 2.03(f), the Administrative Agent shall distribute such date, in each case in accordance with payment to the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of CreditL/C Issuer or, to the extent that the Issuing Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse the L/C Issuer, then to such Lenders and the L/C Issuer as their interests may appear. Any payment made by a Revolving Credit Lender has pursuant to this paragraph to reimburse the L/C Issuer for any L/C Disbursement shall not been reimbursed as required hereunder or under any LOC Document, constitute a Loan and shall not relieve the Company of its obligation to reimburse such L/C Disbursement. Each Revolving Credit Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Revolving Lender shall pay Credit Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such Lender's Commitment is amended pursuant to the Issuing Lender its Revolving Commitment Percentage operation of such unreimbursed drawing in same day funds pursuant to and Section 2.16 or 2.19, as a result of an assignment in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve Section 11.07 or otherwise impair the obligation of the Borrower pursuant to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter providedthis Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Envista Holdings Corp), Credit Agreement (Envista Holdings Corp)
Participations. Each Revolving Lender upon issuance By the Issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing or decreasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Lender, and each Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment Percentage such Lender’s Ratable Share of the obligations under Available Amount of such Letter of Credit Credit. The Borrower hereby agrees to each such participation. In consideration and shall absolutelyin furtherance of the foregoing, in accordance with Section 2.03(c), each Lender hereby absolutely and unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated agrees to pay to the Administrative Agent, for the account of such Issuing Lender therefor Bank, such Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and discharge when duenot reimbursed by the Borrower on the date made, its Revolving Commitment Percentage which amount will be advanced, and deemed to be a Base Rate Advance to the Borrower hereunder, regardless of the obligations arising under such Letter satisfaction of Credit; provided the conditions set forth in Section 3.02. Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Commitments, together and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Commitment is amended pursuant to a Commitment Increase in accordance with interest as hereinafter providedSection 2.19, an assignment in accordance with Section 8.06 or otherwise pursuant to this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Kroger Co), Credit Agreement (Kroger Co)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) by the Issuing Lender, shall be deemed and without any further action on the part of the Issuing Lender or the Lenders, the Issuing Lender hereby grants to have purchased without recourse a risk participation each Lender, and each Lender hereby acquires from the Issuing Lender Lender, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment such Lender's Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided . Each Lender acknowledges and agrees that any Person that becomes a Revolving Lender after the Closing Date shall be deemed its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or reduction or termination of the Commitments. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of the Issuing Lender, such Lender's Applicable Percentage of each LC Disbursement made by the Issuing Lender promptly upon the request of the Issuing Lender at any other occurrence time from the time of such LC Disbursement until such LC Disbursement is reimbursed by the Borrower or eventat any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Lender the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to the next following paragraph, the Administrative Agent shall distribute such payment to the Issuing Lender or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as their interests may appear. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower payment made by a Lender pursuant to this paragraph to reimburse the Issuing Lender under for any Letter LC Disbursement shall not constitute a Loan and shall not relieve the Borrower of Credit, together with interest as hereinafter providedits obligation to reimburse such LC Disbursement.
Appears in 2 contracts
Samples: Joint Venture Agreement (Nextel Partners Inc), Credit Agreement (Greatbatch, Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, shall be deemed such Issuing Bank hereby grants to have purchased without recourse each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its Revolving Commitment such Lender’s Applicable Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and aggregate amount available to be obligated to pay to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising drawn under such Letter of Credit; provided that any Person that becomes a . In consideration and in furtherance of the foregoing, each Revolving Lender after hereby absolutely and unconditionally agrees to pay to the Closing Date Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason (or, if the currency of the applicable LC Disbursement or reimbursement payment shall be deemed a Designated Foreign Currency, an amount equal to have purchased a the US Dollar Equivalent thereof using the LC Exchange Rate in effect on the applicable LC Participation Interest Calculation Date). Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by the occurrence any circumstance whatsoever, including any amendment, renewal or extension of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of CreditCredit or the occurrence and continuance of a Default or reduction or termination of the Commitments, together with interest as hereinafter providedand that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Jda Software Group Inc), Credit Agreement (RedPrairie Holding, Inc.)
Participations. Each Revolving Lender upon By the issuance of a Letter of CreditCredit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in each case in an amount equal to its such Revolving Commitment Lender’s Applicable Percentage of the obligations aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and shall absolutelynot reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, unconditionally and irrevocably assume, as primary obligor and not as surety, and or of any reimbursement payment required to be obligated to pay refunded to the Issuing Lender therefor and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided that Borrower for any Person that becomes a reason. Each Revolving Lender after the Closing Date shall be deemed acknowledges and agrees that its obligation to have purchased a Participation Interest acquire participations pursuant to this paragraph in all outstanding respect of Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving Lender to so reimburse the Issuing Lender shall be is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, an Event of Default or any other occurrence reduction or event. Any such reimbursement shall not relieve or otherwise impair the obligation termination of the Borrower to reimburse the Issuing Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender under further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, together the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of Parent and the Borrower deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Letter of Credit is issued, amended, renewed or extended, the Majority in Interest of the Revolving Lenders shall have notified the applicable Issuing Bank (with interest a copy to the Administrative Agent) in writing that, as hereinafter provideda result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Letter of Credit were then issued, amended, renewed or extended (it being understood and agreed that, in the event any Issuing Bank shall have received any such notice, it shall have no obligation to issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist).
Appears in 2 contracts
Samples: Credit Agreement (PetroLogistics LP), Credit Agreement (PetroLogistics LP)
