Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section 2.8 or with funds from other sources), in immediately available funds in the applicable currency, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, reasonable costs, and expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless the Borrowers shall immediately notify the Letter of Credit Issuer that the Borrowers intend to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent and the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to the Borrowers, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such Xxxxxx’s Lender Pro Rata Share under the applicable Tranche of the amount disbursed by the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the Borrowers of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice will not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed an Alternate Base Rate Loan; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit Application in each case absent manifest error. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each under this Section 2.8(e) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections 2.1(b), 6.1, 6.2 and/or 6.3, as applicable, be honored in accordance with this Section 2.8(e) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Default or Event of Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Credit Party.

Appears in 4 contracts

Samples: Revolving Credit Agreement (MN8 Energy, Inc.), Revolving Credit Agreement (MN8 Energy, Inc.), Revolving Credit Agreement (New PubCo Renewable Power Inc.)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the ~~Borrowers agree~~ applicable Borrower agrees to reimburse (either with the proceeds of a Loan as provided for in this Section ~~2.8~~ 2.9 or with funds from other sources), in ~~immediately available funds in the applicable currency~~same day funds, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies ~~the Borrowers~~ such Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, ~~reasonable~~ costs, ~~and~~ expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless ~~the Borrowers~~ a Borrower shall immediately notify the Letter of Credit Issuer that ~~the Borrowers intend~~ such Borrower intends to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, ~~the Borrowers~~ such Borrower shall be deemed to have timely given a Request for Borrowing to the Administrative ~~Agent and the Borrowers hereby authorize, empower~~Agent, and ~~direct~~ such Borrower hereby authorizes, empowers, and directs the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to ~~the Borrowers~~such Borrower, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lender’s ~~Lender~~ Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the Letter of Credit Issuer (1) on the Business Day on which the Letter of Credit Issuer honors any such draft on a Letter of Credit denominated in Dollars or incurs or is owed any such interest, costs, expenses or fees, if notice of such disbursement is delivered to the Lender prior to 1:00 p.m. New York City time (and if received after 1:00 p.m. on the next succeeding Business Day) and (2) within two (2) Business Days from the date that such Lender has received notice that the Letter of Credit Issuer has honored any draft on a Letter of Credit denominated in an Alternative Currency or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the Borrowers of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice will not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed a Reference Rate Loan if in Dollars and a LIBOR Rate Loan with a one-month Interest Period if in an ~~Alternate Base Rate Loan~~Alternative Currency; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit Application in each case absent manifest error. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each under this Section 2.8(e) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections 2.1(b), 6.1, 6.2 and/or 6.3, as applicable, be honored in accordance with this Section 2.8(e) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Default or Event of Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Credit Party.Section

Appears in 3 contracts

Samples: Revolving Credit Agreement (Owl Rock Capital Corp III), Revolving Credit Agreement (Owl Rock Technology Finance Corp.), Revolving Credit Agreement (Owl Rock Technology Finance Corp.)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section 2.8 or with funds from other sources), in immediately available funds in the applicable currency, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, reasonable costs, and expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless the Borrowers shall immediately notify the Letter of Credit Issuer that the Borrowers intend to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent and the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to the Borrowers, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such Xxxxxx’s Lender Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the Borrowers of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice will not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed an Alternate Base Rate Loan; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit Application in each case absent manifest error. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each under this Section 2.8(e) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections 2.1(b), 6.1, 6.2 and/or 6.3, as applicable, be honored in accordance with this Section 2.8(e) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Default or Event of Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Credit Party.amounts

Appears in 2 contracts

Samples: Revolving Credit Agreement (MN8 Energy, Inc.), Revolving Credit Agreement (New PubCo Renewable Power Inc.)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section ~~2.8~~ 2.8(d) or with funds from other sources), in ~~immediately available funds~~ Same Day Funds in the applicable currency, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, ~~reasonable~~ costs, ~~and~~ expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless the Borrowers shall immediately notify the Letter of Credit Issuer that the Borrowers intend to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent and the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to the Borrowers, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, ~~costs and expenses~~costs, expenses and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lender’s ~~Lender~~ Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the Borrowers of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice ~~will~~ shall not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed a Reference Rate Loan if in Dollars and a LIBOR Rate Loan with a one month Interest Period if in an ~~Alternate Base Rate Loan~~Alternative Currency; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit ~~Application in each case absent manifest error~~Application. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each under this Section ~~2.8(e~~2.8(d) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections 2.1(b), 6.1, ~~6.2~~ 6.2, 6.3 and/or ~~6.3~~6.4, as applicable, be honored in accordance with this Section ~~2.8(e~~2.8(d) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right ~~which~~ that the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Event of Default or ~~Event of~~ Potential Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any ~~Credit Party~~Borrower.

Appears in 2 contracts

Samples: Revolving Credit Agreement (TCG BDC II, Inc.), Revolving Credit Agreement (TCG BDC II, Inc.)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section ~~2.8~~ or with funds from other sources), in ~~immediately available funds~~ Same Day Funds in the applicable currency, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, reasonable costs, ~~and~~ expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless the Borrowers shall immediately notify the Letter of Credit Issuer that the Borrowers intend to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent and the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to the Borrowers, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lender’s Lender Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the Borrowers of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice will not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed an Alternate Base Rate Loan; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit ~~Application in each case absent manifest error~~Application. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each under this Section ~~2.8(e~~2.14(d) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections 2.1(b), 6.1, 6.2 and/or 6.3, as applicable, be honored in accordance with this Section ~~2.8(e~~2.14(d) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Default or Event of Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any ~~Credit Party~~Borrower.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp. II), Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp. II)

Payment of Letter of Credit. (i) In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section 2.8 or with funds from other sources), in immediately available funds in the applicable currency, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers consideration of the ~~date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, reasonable costs, and expenses or fees incurred~~ issuance by the Letter of Credit Issuer ~~in connection with such payment. Unless~~ of the ~~Borrowers shall immediately notify the Letter~~ Letters of Credit ~~Issuer that~~ for the ~~Borrowers intend to reimburse the Letter~~ account of ~~Credit Issuer for~~ a Borrower, such ~~drawing from other sources or funds~~Borrower hereby authorizes, ~~the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent and the Borrowers hereby authorize, empower~~empowers, and ~~direct~~ directs the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing ~~hereunder~~hereunder by such Xxxxxxxx, so long as the conditions in Section 6.2 hereof have been satisfied (other than the delivery of a Request for Borrowing), to the Letter of Credit Issuer, with notice to ~~the Borrowers~~such Xxxxxxxx, in immediately available funds (in the Currency of such Letter of Credit unless otherwise consented to in writing by all Lenders in their sole discretion), an amount equal to the stated amount of each draft drawn under each such Letter of Credit plus all interest, reasonable costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit ~~Agreement~~Agreement in respect of Letters of Credit issued for the benefit of such Borrower. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such Xxxxxx’s Lender ~~Pro Rata Share under the applicable Tranche~~ Percentage of the amount to be disbursed by the Administrative Agent to the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees, whereupon the Administrative Agent shall disburse such Xxxxxx’s payment to the Letter of Credit Issuer. ~~The~~ By no later than 4:00 p.m. on the date of any disbursement under a Letter of Credit, the Administrative Agent shall notify the ~~Borrowers~~ Borrower on whose behalf the applicable Letter of Credit was issued of the disbursement by the Letter of Credit Issuer with respect to such draft and any such ~~disbursements~~ payments made by the Lenders pursuant to ~~the terms hereof~~this Section 2.8(g)(i); ~~provided~~ provided, that the failure to give such notice will not affect the validity of such disbursement by the ~~disbursement, and~~ Letter of Credit Issuer or any such payments by the ~~Administrative Agent shall provide the Lenders with notice thereof~~Lenders. Any such ~~disbursement~~ payments made by the Lenders to the ~~Letter of Credit Issuer~~ Administrative Agent on account of a Letter of Credit shall be deemed ~~an Alternate Base~~ a Reference Rate Loan to the applicable Borrower, and such Borrower shall be deemed to have given to the Administrative Agent, in accordance with the terms of Section 2.3(a) hereof, a Request for Borrowing with respect to such Loan; and such ~~disbursements~~ payments shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any ~~draft of~~ draw under a Letter of Credit or due the Letter of Credit Issuer under any Application for Letter of ~~Credit Application in each case absent manifest error~~Credit. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit ~~Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each~~ Issuer under this Section ~~2.8(e~~2.8(g)(i) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections ~~2.1(b)~~2.1, 2.3, 6.1, 6.2 and/or ~~6.3~~6.3 hereof, as applicable, be honored in accordance with this Section ~~2.8(e~~2.8(g)(i) under all USActive 58236919.3 circumstances, including, without limitation, any of the following circumstances: (iA) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (ivB) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (vC) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; ~~(vi)~~ or any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver receiver-manager, receiver and manager or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (~~vii~~D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (~~viii~~E) the occurrence of any ~~Default or~~ Event of Default or Potential Default. (ixii) If a Lender fails to make available to the Administrative Agent any ~~other circumstance~~ amount required of such Lender under Section 2.8(g)(i), then the Letter of Credit Issuer may recover such amount: (a) on demand from such Lender, together with interest at the Federal Funds Rate for the period commencing on the date such amount was due from such Lender and ending on (but excluding) the date the Letter of Credit Issuer recovers such amount from such Lender; or ~~happening whatsoever~~(b) if such Lender fails to pay such amount upon the Letter of Credit Issuer’s demand, ~~whether~~ then from the applicable Borrower: (i) promptly on demand but in no event later than two (2) Business Days, to the extent such funds are available (or ~~not similar~~ credited) in the applicable Collateral Accounts of such Borrower; and (ii) otherwise, within fifteen (15) Business Days after demand by the Letter of Credit Issuer, to the extent that it is necessary for the applicable Credit Parties to issue a Feeder Capital Call to fund such required payment (but, in any event, the applicable Credit Parties shall issue such Feeder Capital Calls and shall make such payment promptly after the related Feeder Capital Contributions are received); together with interest at the Reference Rate for the period commencing on the date such amount was due from the applicable Lender under Section 2.8(g)(i) hereof and ending on (but excluding) the date the Letter of ~~the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any~~ Credit ~~Party~~Issuer recovers such amount from such Borrower.

Appears in 1 contract

Samples: Revolving Credit Agreement (T Series Middle Market Loan Fund LLC)

Payment of Letter of Credit. (i) In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section 2.8 or with funds from other sources), in immediately available funds in the applicable currency, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers consideration of the ~~date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, reasonable costs, and expenses or fees incurred~~ issuance by the Letter of Credit Issuer ~~in connection with such payment. Unless~~ of the ~~Borrowers shall immediately notify the Letter~~ Letters of Credit ~~Issuer that~~ for the ~~Borrowers intend to reimburse the Letter~~ account of ~~Credit Issuer for~~ a Borrower, such ~~drawing from other sources or funds~~Borrower hereby authorizes, ~~the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent and the Borrowers hereby authorize, empower~~empowers, and ~~direct~~ directs the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing ~~hereunder~~hereunder by such Xxxxxxxx, so long as the conditions in Section 6.2 hereof have been satisfied (other than the delivery of a Request for Borrowing), to the Letter of Credit Issuer, with notice to ~~the Borrowers~~such Xxxxxxxx, in immediately available funds (in the Currency of such Letter of Credit unless otherwise consented to in writing by all Lenders in their sole discretion), an amount equal to the stated amount of each draft drawn under each such Letter of Credit plus all interest, reasonable costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit ~~Agreement~~Agreement in respect of Letters of Credit issued for the benefit of such Borrower. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such Xxxxxx’s Lender ~~Pro Rata Share under the applicable Tranche~~ Percentage of the amount to be disbursed by the Administrative Agent to the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees, whereupon the Administrative Agent shall disburse such Xxxxxx’s payment to the Letter of Credit Issuer. ~~The~~ By no later than 4:00 p.m. on the date of any disbursement under a Letter of Credit, the Administrative Agent shall notify the ~~Borrowers~~ Borrower on whose behalf the applicable Letter of Credit was issued of the disbursement by the Letter of Credit Issuer with respect to such draft and any such ~~disbursements~~ payments made by the Lenders pursuant to ~~the terms hereof~~this Section 2.8(g)(i); ~~provided~~ provided, that the failure to give such notice will not affect the validity of such disbursement by the ~~disbursement, and~~ Letter of Credit Issuer or any such payments by the ~~Administrative Agent shall provide the Lenders with notice thereof~~Lenders. Any such ~~disbursement~~ payments made by the Lenders to the ~~Letter of Credit Issuer~~ Administrative Agent on account of a Letter of Credit shall be deemed ~~an Alternate Base~~ a Reference Rate Loan to the applicable Borrower, and such Borrower shall be deemed to have given to the Administrative Agent, in accordance with the terms of Section 2.3(a) hereof, a Request for Borrowing with respect to such Loan; and such ~~disbursements~~ payments shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any ~~draft of~~ draw under a Letter of USActive 58236919.3 -50- Credit or due the Letter of Credit Issuer under any Application for Letter of ~~Credit Application in each case absent manifest error~~Credit. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit ~~Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each~~ Issuer under this Section ~~2.8(e~~2.8(g)(i) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections ~~2.1(b)~~2.1, 2.3, 6.1, 6.2 and/or ~~6.3~~6.3 hereof, as applicable, be honored in accordance with this Section ~~2.8(e~~2.8(g)(i) under all circumstances, including, without limitation, any of the following circumstances: (iA) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (ivB) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (vC) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; ~~(vi)~~ or any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver receiver-manager, receiver and manager or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (~~vii~~D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (~~viii~~E) the occurrence of any ~~Default or~~ Event of Default or Potential Default. (ixii) If a Lender fails to make available to the Administrative Agent any ~~other circumstance~~ amount required of such Lender under Section 2.8(g)(i), then the Letter of Credit Issuer may recover such amount: (a) on demand from such Lender, together with interest at the Federal Funds Rate for the period commencing on the date such amount was due from such Lender and ending on (but excluding) the date the Letter of Credit Issuer recovers such amount from such Lender; or ~~happening whatsoever~~(b) if such Lender fails to pay such amount upon the Letter of Credit Issuer’s demand, ~~whether~~ then from the applicable Borrower: (i) promptly on demand but in no event later than two (2) Business Days, to the extent such funds are available (or ~~not similar~~ credited) in the applicable Collateral Accounts of such Borrower; and (ii) otherwise, within fifteen (15) Business Days after demand by the Letter of Credit Issuer, to the extent that it is necessary for the applicable Credit Parties to issue a Feeder Capital Call to fund such required payment (but, in any event, the applicable Credit Parties shall issue such Feeder Capital Calls and shall make such payment promptly after the related Feeder Capital Contributions are received); together with interest at the Reference Rate for the period commencing on the date such amount was due from the applicable Lender under Section 2.8(g)(i) hereof and ending on (but excluding) the date the Letter of ~~the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any~~ Credit ~~Party~~Issuer recovers such amount from such Borrower.

Appears in 1 contract

Samples: Revolving Credit Agreement (T Series Middle Market Loan Fund LLC)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section ~~2.8~~ or with funds from other sources), in ~~immediately available funds~~ Same Day Funds in the applicable currency, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, ~~reasonable~~ costs, ~~and~~ expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless the Borrowers shall immediately notify the Letter of Credit Issuer that the Borrowers intend to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent and the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to the Borrowers, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lender’s Lender Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the Borrowers of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice will not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed an Alternate Base Rate Loan; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit ~~Application in each case absent manifest error~~Application. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each under this Section ~~2.8(e~~2.14(d) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections 2.1(b), 6.1, 6.2 and/or 6.3, as applicable, be honored in accordance with this Section ~~2.8(e~~2.14(d) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Default or Event of Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any ~~Credit Party~~Borrower.

Appears in 1 contract

Samples: Revolving Credit Agreement (Goldman Sachs Private Middle Market Credit LLC)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section ~~2.8~~ 2.8(d) or with funds from other sources), in ~~immediately available funds~~ Same Day Funds in the applicable currency, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, ~~reasonable~~ costs, ~~and~~ expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless the Borrowers shall immediately notify the Letter of Credit Issuer that the Borrowers intend to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent and the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to the Borrowers, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, ~~costs and expenses~~costs, expenses and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lender’s ~~Lender~~ US-DOCS\106247413.1 Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the Borrowers of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice ~~will~~ shall not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed a Reference Rate Loan if in Dollars and a LIBOR Rate Loan with a one month Interest Period if in an ~~Alternate Base Rate Loan~~Alternative Currency; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit ~~Application in each case absent manifest error~~Application. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each under this Section ~~2.8(e~~2.8(d) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections 2.1(b), 6.1, ~~6.2~~ 6.2, 6.3 and/or ~~6.3~~6.4, as applicable, be honored in accordance with this Section ~~2.8(e~~2.8(d) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right ~~which~~ that the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Event of Default or ~~Event of~~ Potential Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, 53 US-DOCS\106247413.1 including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any ~~Credit Party~~Borrower.

Appears in 1 contract

Samples: Revolving Credit Agreement (TCG BDC II, Inc.)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section ~~2.8~~ 2.8(d) or with funds from other sources), in ~~immediately available funds~~ Same Day Funds in the applicable currency, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, ~~reasonable~~ costs, ~~and~~ expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless the Borrowers shall immediately notify the Letter of Credit Issuer that the Borrowers intend to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent and the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to the Borrowers, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, ~~costs and expenses~~costs, expenses and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lender’s ~~Lender~~ Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the Borrowers of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice ~~will~~ shall not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed ~~an Alternate Base~~ a Reference Rate Loan; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit ~~Application in each case absent manifest error~~Application. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each under this Section ~~2.8(e~~2.8(d) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections 2.1(b), 6.1, ~~6.2~~ 6.2, 6.3 and/or ~~6.3~~6.4, as applicable, be honored in accordance with this Section ~~2.8(e~~2.8(d) under all circumstances, ~~including, without limitation,~~ including any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right ~~which~~ that the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Event of Default or ~~Event of~~ Potential Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Credit Party.

Appears in 1 contract

Samples: Revolving Credit Agreement (Lord Abbett Private Credit Fund)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section 2.8 or with funds from other sources), in immediately available funds in the applicable currency, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit consideration for the ~~amount of such draft so paid and any amounts representing interest, reasonable costs, and expenses or fees incurred~~ issuance by the Letter of Credit Issuer ~~in connection with such payment. Unless~~ of the ~~Borrowers shall immediately notify the Letter~~ Letters of ~~Credit Issuer that the Borrowers intend to reimburse the Letter of Credit Issuer for such drawing from other sources or funds~~Credit, ~~the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent and the Borrowers~~ Borrower hereby ~~authorize~~authorizes, ~~empower~~empowers, and ~~direct the~~ directs Administrative Agent, for the benefit of ~~the Secured Parties~~ Lenders and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to ~~the Borrowers~~Borrower, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, reasonable costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lender’s ~~Lender~~ Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the ~~Letter of Credit Issuer~~ Administrative Agent on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. ~~The~~ Administrative Agent ~~shall~~ will promptly notify ~~the Borrowers~~ Borrower of any ~~such~~ disbursements made by ~~the~~ Lenders pursuant to the terms hereof; , provided that the failure to give such notice will not affect the validity of the disbursement, and ~~the~~ Administrative Agent shall provide ~~the~~ Lenders with notice thereof. Any such disbursement made by ~~the~~ Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed ~~an Alternate Base~~ a Reference Rate Loan; and ~~such disbursements~~ Borrower shall be ~~made without regard~~ deemed to have given to Administrative Agent, in accordance with the ~~minimum~~ terms and ~~multiple amounts specified in~~ conditions of Section ~~2.4~~2.3, a Request for Borrowing with respect thereto. ~~The~~ Administrative Agent and ~~the~~ Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any ~~Letter of Credit~~ Application ~~in each case absent manifest error. The obligations of a Lender to make payments to the Administrative Agent~~ and Agreement for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each under this Section 2.8(e) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections 2.1(b), 6.1, 6.2 and/or 6.3, as applicable, be honored in accordance with this Section 2.8(e) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Default or Event of Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Credit Party.

Appears in 1 contract

Samples: Revolving Credit Agreement (Municipal Mortgage & Equity LLC)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, ~~the~~ Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section 2.8 or with funds from other sources), in ~~immediately available funds in the applicable currency~~same day funds, ~~the Letter of Credit Issuer~~ Lender on each date on which ~~the Letter of Credit Issuer~~ Lender notifies ~~the~~ Borrowers of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, ~~reasonable~~ costs, ~~and~~ expenses or fees incurred by ~~the Letter of Credit Issuer~~ Lender in connection with such payment. Unless ~~the~~ Borrowers shall immediately notify ~~the Letter of Credit Issuer~~ Lender that ~~the~~ Borrowers intend to reimburse ~~the Letter of Credit Issuer~~ Lender for such drawing from other sources or funds, ~~the~~ Borrowers shall be deemed to have timely given a Request for Borrowing to ~~the Administrative Agent~~ Lender, and ~~the~~ Borrowers hereby authorize, empower, and direct ~~the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer,~~ Lender to disburse directly, as a Borrowing hereunder, to ~~the Letter of Credit Issuer~~Lender, with notice to ~~the~~ Borrowers, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, costs and expenses, and fees due to ~~the Letter of Credit Issuer~~ Lender pursuant to this Credit Agreement. ~~Subject to receipt of notice from the Administrative Agent, each~~ Lender shall pay to the Administrative Agent such Xxxxxx’s Lender Pro Rata Share under the applicable Tranche of the amount disbursed by the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify ~~the~~ Borrowers of any such disbursements made by ~~the Lenders~~ Lender pursuant to the terms hereof; provided that the failure to give such notice will not affect the validity of the disbursement~~, and the Administrative Agent shall provide the Lenders with notice thereof~~. Any such disbursement made by ~~the Lenders to the Letter of Credit Issuer~~ Lender on account of a Letter of Credit shall be deemed ~~an Alternate Base~~ a Reference Rate Loan; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit Application in each case absent manifest error. The obligations of ~~a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the~~ Borrowers with respect to ~~Borrowings, each~~ Borrowings under this Section ~~2.8(e~~2.8(c) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections 2.1(b), 6.1, 6.2 and/or 6.3, as applicable, be honored in accordance with this Section ~~2.8(e~~2.8(c) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of such Letter of ~~Credit, this~~ Credit ~~Agreement~~ or any ~~of the other~~ Loan ~~Documents~~Document; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of ~~the~~ Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which ~~the~~ Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), ~~the Administrative Agent, the Letter of Credit Issuer, any Lender,~~ Lender or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by ~~the Letter of Credit Issuer~~ Lender under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by ~~the Letter of Credit Issuer~~ Lender under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any ~~Default or~~ Event of Default or Potential Default; or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Credit Party.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Stellus Private Credit BDC)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section ~~2.8~~ 2.8(d) or with funds from other sources), in ~~immediately available funds~~ Same Day Funds in the applicable currency, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, ~~reasonable~~ costs, ~~and~~ expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless the Borrowers shall immediately notify the Letter of Credit Issuer that the Borrowers intend to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent and the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to the Borrowers, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, ~~costs and expenses~~costs, expenses and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lxxxxx’s ~~Lender~~ Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the Borrowers of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice ~~will~~ shall not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed ~~an Alternate Base~~ a Reference Rate Loan; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit ~~Application in each case absent manifest error~~Application. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each under this Section ~~2.8(e~~2.8(d) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections 2.1(b), 6.1, 6.2 and/or 6.3, as applicable, be honored in accordance with this Section ~~2.8(e~~2.8(d) under all circumstances, ~~including, without limitation,~~ including any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right ~~which~~ that the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Event of Default or ~~Event of~~ Potential Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any ~~Credit Party~~Borrower.

Appears in 1 contract

Samples: Revolving Credit Agreement (MSD Investment Corp.)

Payment of Letter of Credit. (i) In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section 2.8 or with funds from other sources), in immediately available funds in the applicable currency, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers consideration of the ~~date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, reasonable costs, and expenses or fees incurred~~ issuance by the Letter of Credit Issuer ~~in connection with such payment. Unless~~ of the ~~Borrowers shall immediately notify the Letter~~ Letters of Credit ~~Issuer that~~ for the ~~Borrowers intend to reimburse the Letter~~ account of ~~Credit Issuer for~~ a Borrower, such ~~drawing from other sources or funds~~Borrower hereby authorizes, ~~the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent and the Borrowers hereby authorize, empower~~empowers, and ~~direct~~ directs the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing ~~hereunder~~hereunder by such Borrower, to the Letter of Credit Issuer, with notice to ~~the Borrowers~~such Borrower, in immediately available funds (in the Currency of such Letter of Credit unless otherwise consented to by all Lenders in their sole discretion), an amount equal to the stated amount of each draft drawn under each such Letter of Credit plus all interest, reasonable costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit ~~Agreement~~Agreement in respect of Letters of Credit issued for the benefit of such Borrower. ~~Subject~~ To the extent Lenders other than the Letter of Credit Issuer are participants in any Letter of Credit and subject to receipt of notice from the Administrative Agent, each such Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lender’s ~~Lender~~ Pro Rata Share ~~under the applicable Tranche~~ of the amount to be disbursed by the Administrative Agent to the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees~~. The~~ , whereupon the Administrative Agent shall disburse such Lender’s payment to the Letter of Credit Issuer. By no later than 4:00 p.m. (New York time) on the date of any disbursement under a Letter of Credit, the Administrative Agent shall promptly notify the ~~Borrowers~~ Borrower on whose behalf the applicable Letter of Credit was issued of the disbursement by the Letter of Credit Issuer with respect to such draft and any such ~~disbursements~~ payments made by the Lenders pursuant to ~~the terms hereof~~this Section 2.8(g)(i); provided that the failure to give such notice will not affect the validity of such disbursement by the ~~disbursement, and~~ Letter of Credit Issuer or any such payments by the ~~Administrative Agent shall provide the Lenders with notice thereof~~Lenders. Any such ~~disbursement~~ payments made by the Lenders to the ~~Letter of Credit Issuer~~ Administrative Agent on account of a Letter of Credit shall be deemed a Reference Rate Loan (or, in the case of any such Loan in an Alternate ~~Base Rate~~ Currency, a LIBOR Loan) to the applicable Borrower, and such Borrower shall be deemed to have given to the Administrative Agent, in accordance with the terms and conditions of Section 2.3(a) hereof, a Request for Borrowing with respect to such Loan; and such ~~disbursements~~ payments shall be made without regard to the minimum and multiple amounts specified in Section ~~2.4~~2.4 hereof. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any ~~draft of~~ draw under a Letter of Credit or due the Letter of Credit Issuer under any Application for Letter of ~~Credit Application in each case absent manifest error~~Credit. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit ~~Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each~~ Issuer under this Section ~~2.8(e~~2.8(g)(i) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans or issuance of any Letter of Credit described in Sections ~~2.1(b)~~2.1, 2.3, 6.1, 6.2 and/or ~~6.3~~6.3 hereof, as applicable, be honored in accordance with this Section ~~2.8(e~~2.8(g)(i) under all circumstances, including, without limitation, any of the following circumstances: (iA) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iiiB) the existence of any claim, counterclaim, setoff, defense or other right which ~~the Borrowers~~ any Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (ivC) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (vD) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; ~~(vi)~~ or any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (~~vii~~E) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (~~viii~~F) the occurrence of any ~~Default or~~ Event of Default or Potential Default. (ixii) If a Lender fails to make available to the Administrative Agent any ~~other circumstance~~ amount required of such Lender under Section 2.8(g)(i) hereof, then the Letter of Credit Issuer may recover such amount: (a) from such Lender, on demand, together with interest at the Federal Funds Rate for the period commencing on the date such amount was due from such Lender and ending on (but excluding) the date the Letter of Credit Issuer recovers such amount from such Lender; or ~~happening whatsoever~~(b) if such Lender fails to pay such amount upon the Letter of Credit Issuer’s demand, ~~whether or not similar to any~~ then from the applicable Borrower by the Required Payment Time; together with interest at the Reference Rate for the period commencing on the date such amount was due from the applicable Lender under Section 2.8(g)(i) hereof and ending on (but excluding) the date the Letter of ~~the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any~~ Credit ~~Party~~Issuer recovers such amount from such Borrower.

Appears in 1 contract

Samples: Revolving Credit Agreement (Blackstone / GSO Secured Lending Fund)

Payment of Letter of Credit. (i) In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section 2.8 or with funds from other sources), in immediately available funds in the applicable currency, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers consideration of the ~~date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, reasonable costs, and expenses or fees incurred~~ issuance by the Letter of Credit Issuer ~~in connection with such payment. Unless~~ of the ~~Borrowers shall immediately notify the Letter~~ Letters of Credit ~~Issuer that~~ for the ~~Borrowers intend to reimburse the Letter~~ account of ~~Credit Issuer for~~ a Borrower, such ~~drawing from other sources or funds~~Borrower hereby authorizes, ~~the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent and the Borrowers hereby authorize, empower~~empowers, and ~~direct~~ directs the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing ~~hereunder~~hereunder by such Borrower, so long as the conditions in Section 6.2 hereof have been satisfied (other than the delivery of a Request for Borrowing), to the Letter of Credit Issuer, with notice to ~~the Borrowers~~such Borrower, in immediately available funds (in the Currency of such Letter of Credit unless otherwise consented to in writing by all Lenders in their sole discretion), an amount equal to the stated amount of each draft drawn under each such Letter of Credit plus all interest, reasonable costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit ~~Agreement~~Agreement in respect of Letters of Credit issued for the benefit of such Borrower. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lender’s Lender ~~Pro Rata Share under the applicable Tranche~~ Percentage of the amount to be disbursed by the Administrative Agent to the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees, whereupon the Administrative Agent shall disburse such Lender’s payment to the Letter of Credit Issuer. ~~The~~ By no later than 4:00 p.m. on the date of any disbursement under a Letter of Credit, the Administrative Agent shall notify the ~~Borrowers~~ Borrower on whose behalf the applicable Letter of Credit was issued of the disbursement by the Letter of Credit Issuer with respect to such draft and any such ~~disbursements~~ payments made by the Lenders pursuant to ~~the terms hereof~~this Section 2.8(g)(i); ~~provided~~ provided, that the failure to give such notice will not affect the validity of such disbursement by the ~~disbursement, and~~ Letter of Credit Issuer or any such payments by the ~~Administrative Agent shall provide the Lenders with notice thereof~~Lenders. Any such ~~disbursement~~ payments made by the Lenders to the ~~Letter of Credit Issuer~~ Administrative Agent on account of a Letter of Credit shall be deemed ~~an Alternate Base~~ a Reference Rate Loan to the applicable Borrower, and such Borrower shall be deemed to have given to the Administrative Agent, in accordance with the terms of Section 2.3(a) hereof, a Request for Borrowing with respect to such Loan; and such ~~disbursements~~ payments shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any ~~draft of~~ draw under a Letter of Credit or due the Letter of Credit Issuer under any Application for Letter of ~~Credit Application in each case absent manifest error~~Credit. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit ~~Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each~~ Issuer under this Section ~~2.8(e~~2.8(g)(i) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections ~~2.1(b)~~2.1, 2.3, 6.1, 6.2 and/or ~~6.3~~6.3 hereof, as applicable, be honored in accordance with this Section ~~2.8(e~~2.8(g)(i) under all circumstances, including, without limitation, any of the following circumstances: (iA) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (ivB) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (vC) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; ~~(vi)~~ or any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver receiver-manager, receiver and manager or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (~~vii~~D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (~~viii~~E) the occurrence of any ~~Default or~~ Event of Default or Potential Default. (ixii) If a Lender fails to make available to the Administrative Agent any ~~other circumstance~~ amount required of such Lender under Section 2.8(g)(i), then the Letter of Credit Issuer may recover such amount: (a) on demand from such Lender, together with interest at the Federal Funds Rate for the period commencing on the date such amount was due from such Lender and ending on (but excluding) the date the Letter of Credit Issuer recovers such amount from such Lender; or ~~happening whatsoever~~(b) if such Lender fails to pay such amount upon the Letter of Credit Issuer’s demand, ~~whether~~ then from the applicable Borrower: (i) promptly on demand but in no event later than two (2) Business Days, to the extent such funds are available (or ~~not similar~~ credited) in the applicable Collateral Accounts of such Borrower; and (ii) otherwise, within fifteen (15) Business Days after demand by the Letter of Credit Issuer, to the extent that it is necessary for the applicable Credit Parties to issue a Feeder Capital Call to fund such required payment (but, in any event, the applicable Credit Parties shall issue such Feeder Capital Calls and shall make such payment promptly after the related Feeder Capital Contributions are received); together with interest at the Reference Rate for the period commencing on the date such amount was due from the applicable Lender under Section 2.8(g)(i) hereof and ending on (but excluding) the date the Letter of ~~the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any~~ Credit ~~Party~~Issuer recovers such amount from such Borrower.

Appears in 1 contract

Samples: Revolving Credit Agreement (T Series Middle Market Loan Fund LLC)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the ~~Borrowers agree~~ Borrower agrees to reimburse (either with the proceeds of a Loan as provided for in this Section 2.8 or with funds from other sources), in ~~immediately available funds in the applicable currency~~same day funds, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the ~~Borrowers~~ Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, ~~reasonable~~ costs, ~~and~~ expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless the ~~Borrowers~~ Borrower shall immediately notify the Letter of Credit Issuer that the ~~Borrowers intend~~ Borrower intends to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, the ~~Borrowers~~ Borrower shall be deemed to have timely given a Request for Borrowing to the Administrative ~~Agent~~ Agent, and the ~~Borrowers~~ Borrower hereby ~~authorize~~authorizes, ~~empower,~~ empowers and ~~direct~~ directs the Administrative Agent, for the benefit of the ~~Secured Parties and the~~ Letter of Credit ~~Issuer~~Issuer and the other Secured Parties, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to the ~~Borrowers~~Borrower, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement; provided that, if the Borrower provides such notice of reimbursement to the Letter of Credit Issuer and subsequently fails to make all or any portion of such reimbursement to the Letter of Credit Issuer, the Borrower will be deemed to have timely given a Request for Borrowing to the Administrative Agent as provided above. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lender’s ~~Lender~~ Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the ~~Borrowers~~ Borrower of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice will not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed a Reference Rate Loan if in Dollars and a LIBOR Rate Loan with a one-month Interest Period if in an ~~Alternate Base Rate Loan~~Alternative Currency; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit ~~Application in each case absent manifest error~~Application. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the ~~Borrowers~~ Borrower with respect to Borrowings, each under this Section ~~2.8(e)~~ 2.8(d), shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections 2.1(b), ) and/or 6.1~~, 6.2 and/or 6.3~~, as applicable, be honored in accordance with this Section ~~2.8(e~~2.8(d) under all circumstances, ~~including, without limitation,~~ including any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the ~~Borrowers~~ Borrower in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right ~~which~~ that the ~~Borrowers~~ Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any ~~Default or~~ Event of Default or Potential Default; or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, ~~any~~ the Borrower. The Letter of Credit ~~Party~~Issuer shall provide prompt written notice to the Administrative Agent and the Borrower of each request for a draw under a Letter of Credit and each draw under a Letter of Credit.

Appears in 1 contract

Samples: Revolving Credit Agreement (Clarion Partners Real Estate Income Fund Inc.)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section 2.8 or with funds from other sources), in immediately available funds in the applicable currency, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit consideration for the ~~amount of such draft so paid and any amounts representing interest, reasonable costs, and expenses or fees incurred~~ issuance by the Letter of Credit Issuer ~~in connection with such payment. Unless the Borrowers shall immediately notify the~~ of a Letter of Credit ~~Issuer that~~ for the ~~Borrowers intend to reimburse the Letter~~ account of ~~Credit Issuer for~~ a Borrower, such ~~drawing from other sources or funds~~Borrower hereby authorizes, ~~the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent and the Borrowers hereby authorize, empower~~empowers, and ~~direct~~ directs the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing ~~hereunder~~hereunder by such Borrower, to the Letter of Credit Issuer, with notice to ~~the Borrowers~~such Borrower, in immediately available funds an amount in Dollars equal to the stated amount of each draft drawn under each such Letter of Credit plus all interest, reasonable costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit ~~Agreement~~Agreement in respect of Letters of Credit issued for the account of such Borrower. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such Xxxxxx’s ~~Lender~~ Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the ~~Letter of Credit Issuer~~ Administrative Agent in Dollars on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent ~~shall~~ will promptly notify the ~~Borrowers~~ applicable Borrower of any ~~such~~ disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice will not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed ~~an Alternate Base~~ a Reference Rate ~~Loan;~~ Loan to the applicable Borrower, and such ~~disbursements~~ Borrower shall be deemed to have given to the Administrative Agent, in accordance with the terms and conditions of Section 2.3(a) hereof, a Request for Borrowing with respect thereto and such payments shall be made without regard to the minimum and multiple amounts ~~specified~~ set forth in Section ~~2.4~~2.4 hereof. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Application for Letter of ~~Credit Application in each case absent manifest error~~Credit. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit ~~Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each~~ Issuer under this Section ~~2.8(e~~2.8(d) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections ~~2.1(b)~~2.3, 6.1, 6.2 and/or ~~6.3~~6.3 hereof, as applicable, be honored in accordance with this Section ~~2.8(e~~2.8(d) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which ~~the Borrowers~~ any Credit Party may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iviii) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (viv) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; ~~(vi)~~ or any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (~~vii~~v) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (~~viii~~vi) the occurrence of any ~~Default or~~ Event of Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Credit PartyPotential Default.

Appears in 1 contract

Samples: Revolving Credit Agreement (Brightwood Capital Corp I)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section ~~2.8~~ or with funds from other sources), in ~~immediately available funds~~ Same Day Funds in the applicable currency, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, reasonable costs, ~~and~~ expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless the Borrowers shall immediately notify the Letter of Credit Issuer that the Borrowers intend to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent and the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to the Borrowers, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such Xxxxxx’s Lender Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the Borrowers of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice will not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed an Alternate Base Rate Loan; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit ~~Application in each case absent manifest error~~Application. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each under this Section ~~2.8(e~~2.14(d) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections 2.1(b), 6.1, 6.2 and/or 6.3, as applicable, be honored in accordance with this Section ~~2.8(e~~2.14(d) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Default or Event of Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any ~~Credit Party~~Borrower.

Appears in 1 contract

Samples: Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp. II)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the ~~Borrowers~~ Borrower Parties agree to reimburse (either with the proceeds of a Loan as provided for in this Section ~~2.8~~ or with funds from other sources), in ~~immediately available funds in the applicable currency~~same day funds, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the ~~Borrowers~~ Borrower Parties of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, ~~reasonable~~ costs, ~~and~~ expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless the ~~Borrowers~~ Borrower Parties shall immediately notify the Letter of Credit Issuer that the ~~Borrowers~~ Borrower Parties intend to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, the ~~Borrowers~~ Borrower Parties shall be deemed to have timely given a ~~Request for Borrowing~~ Loan Notice to the Administrative ~~Agent~~ Agent, and the ~~Borrowers~~ Borrower Parties hereby authorize, empower, and direct the Administrative Agent, for the benefit of the 39 Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to the ~~Borrowers~~Borrower Parties, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such Xxxxxx’s ~~Lender~~ Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the ~~Letter of Credit Issuer~~ Administrative Agent on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the ~~Borrowers~~ Borrower Parties of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice will not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed an ~~Alternate Base~~ Eurocurrency Rate Loan or RFR Loan, as applicable, with a one month Interest Period; and such disbursements shall be made without regard to the timing of a Loan Notice or the minimum and multiple amounts specified in Section ~~2.4~~2.03. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit ~~Application in each case absent manifest error~~Application. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the ~~Borrowers~~ Borrower Parties with respect to Borrowings, each under this Section ~~2.8(e~~2.07(d) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections ~~2.1(b)~~2.02, ~~6.1~~7.01, ~~6.2~~ 7.02, 7.03 and/or ~~6.3~~7.04, as applicable, be honored in accordance with this Section ~~2.8(e~~2.07(d) under all circumstances, ~~including, without limitation,~~ including any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the ~~Borrowers~~ Borrower Parties in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the ~~Borrowers~~ Borrower Parties may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Event of Default or ~~Event of~~ Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower Party; provided that the foregoing shall not be construed to excuse the Letter of Credit ~~Party~~Issuer from liability to any Borrower Party to the extent of any direct damages (as opposed to indirect, special, punitive, consequential or exemplary damages, claims in respect of which are hereby waived by the Borrower Parties to the extent permitted by applicable Law) suffered by any Borrower Party that are caused by the Letter of Credit Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

Appears in 1 contract

Samples: Revolving Credit Agreement (Carlyle Secured Lending III)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section ~~2.8~~ 2.8(d) or with funds from other sources), in ~~immediately available funds~~ Same Day Funds in the applicable currency, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, ~~reasonable~~ costs, ~~and~~ expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless the Borrowers shall immediately notify the Letter of Credit Issuer that the Borrowers intend to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent and the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to the Borrowers, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, ~~costs and expenses~~costs, expenses and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lender’s ~~Lender~~ Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the Borrowers of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice ~~will~~ shall not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed ~~an Alternate Base~~ a Reference Rate Loan; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit ~~Application in each case absent manifest error~~Application. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each under this Section ~~2.8(e~~2.8(d) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections 2.1(b), 6.1, 6.2 and/or 6.3, as applicable, be honored in accordance with this Section ~~2.8(e~~2.8(d) under all circumstances, ~~including, without limitation,~~ including any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right ~~which~~ that the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, ~~debtor-~~debtor- in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Event of Default or ~~Event of~~ Potential Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any ~~Credit Party~~Borrower.

Appears in 1 contract

Samples: Revolving Credit Agreement (MSD Investment Corp.)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section ~~2.8~~ or with funds from other sources), in ~~immediately available funds in the applicable currency~~same day funds, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, ~~reasonable~~ costs, ~~and~~ expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless the Borrowers shall immediately notify the Letter of Credit Issuer that 703041399 12410180 39 the Borrowers intend to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent and the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to the Borrowers, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lender’s ~~Lender~~ Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the Borrowers of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice will not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed ~~an Alternate Base~~ a Reference Rate Loan; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Application for Letter of ~~Credit Application in each case absent manifest error~~Credit. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each under this Section ~~2.8(e~~2.8(d) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections 2.1(b), 6.1, 6.2 and/or 6.3, as applicable, be honored in accordance with this Section ~~2.8(e~~2.8(d) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, 703041399 12410180 40 including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Event of Default or ~~Event of~~ Potential Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Credit Party.

Appears in 1 contract

Samples: Revolving Credit Agreement (Acadia Realty Trust)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section ~~2.8~~ 2.9 or with funds from other sources), in ~~immediately available funds in the applicable currency~~same day funds, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, ~~reasonable~~ costs, ~~and~~ expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless the Borrowers shall immediately notify the Letter of Credit Issuer that the Borrowers intend to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative ~~Agent~~ Agent, and the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to the Borrowers, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lender’s ~~Lender~~ Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the Letter of Credit Issuer (1) on the Business Day on which the Letter of Credit Issuer honors any such draft on a Letter of Credit denominated in Dollars or incurs or is owed any such interest, costs, expenses or fees, if notice of such disbursement is delivered to the Lender prior to 1:00 p.m. New York City time (and if received after 1:00 p.m. on the next succeeding Business Day) and (2) within two (2) Business Days from the date that such Lender has received notice that the Letter of Credit Issuer has honored any draft on a Letter of Credit denominated in an Alternative Currency or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the Borrowers of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice will not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed an Alternate Base Rate Loan; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit Application in each case absent manifest error. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each under this Section 2.8(e) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections 2.1(b), 6.1, 6.2 and/or 6.3, as applicable, be honored in accordance with this Section 2.8(e) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Default or Event of Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Credit Party.the

Appears in 1 contract

Samples: Revolving Credit Agreement (Owl Rock Capital Corp)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the ~~Borrowers~~ Borrower Parties agree to reimburse (either with the proceeds of a Loan as provided for in this Section ~~2.8~~ or with funds from other sources), in ~~immediately available funds in the applicable currency~~same day funds, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the ~~Borrowers~~ Borrower Parties of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, ~~reasonable~~ costs, ~~and~~ expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless the ~~Borrowers~~ Borrower Parties shall immediately notify the Letter of Credit Issuer that the ~~Borrowers~~ Borrower Parties intend to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, the ~~Borrowers~~ Borrower Parties shall be deemed to have timely given a ~~Request for Borrowing~~ Loan Notice to the Administrative ~~Agent~~ Agent, and the ~~Borrowers~~ Borrower Parties hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to the ~~Borrowers~~Borrower Parties, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lender’s ~~Lender~~ Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the ~~Letter of Credit Issuer~~ Administrative Agent on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the ~~Borrowers~~ Borrower Parties of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice will not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed ~~an Alternate Base Rate Loan~~a LIBOR RateTerm SOFR Loan with a one month Interest Period; and such disbursements shall be made without regard to the timing of a Loan Notice or the minimum and multiple amounts specified in Section ~~2.4~~2.03. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit ~~Application in each case absent manifest error~~Application. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the ~~Borrowers~~ Borrower Parties with respect to Borrowings, each under this Section ~~2.8(e~~2.07(d) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections ~~2.1(b)~~2.02, ~~6.1~~7.01, ~~6.2~~ 7.02, 7.03 and/or ~~6.3~~7.04, as applicable, be honored in accordance with this Section ~~2.8(e~~2.07(d) under all circumstances, ~~including, without limitation,~~ including any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the ~~Borrowers~~ Borrower Parties in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the ~~Borrowers~~ Borrower Parties may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Event of Default or ~~Event of~~ Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower Party; provided that the foregoing shall not be construed to excuse the Letter of Credit ~~Party~~Issuer from liability to any Borrower Party to the extent of any direct damages (as opposed to indirect, special, punitive, consequential or exemplary damages, claims in respect of which are hereby waived by the Borrower Parties to the extent permitted by applicable Law) suffered by any Borrower Party that are caused by the Letter of Credit Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

Appears in 1 contract

Samples: Revolving Credit Agreement (Franklin BSP Capital Corp)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the ~~Borrowers~~ Borrower Parties agree to reimburse (either with the proceeds of a Loan as provided for in this Section ~~2.8~~ or with funds from other sources), in ~~immediately available funds in the applicable currency~~same day funds, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the ~~Borrowers~~ Borrower Parties of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, ~~reasonable~~ costs, ~~and~~ expenses or fees incurred by the Letter of Credit Issuer in connection with such payment; provided, that if the Letter of Credit Issuer notifies the Borrower Parties of such a payment after 4:00 pm, any such amounts shall become payable on the immediately succeeding Business Day. Unless the ~~Borrowers~~ Borrower Parties shall ~~immediately~~ notify the Letter of Credit Issuer that the ~~Borrowers~~ Borrower Parties intend to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, the ~~Borrowers~~ Borrower Parties shall be deemed to have timely given a ~~Request for Borrowing~~ Loan Notice to the Administrative ~~Agent~~ Agent, and the ~~Borrowers~~ Borrower Parties hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to the ~~Borrowers~~Borrower Parties, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lender’s ~~Lender~~ Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the ~~Letter of Credit Issuer~~ Administrative Agent on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the ~~Borrowers~~ Borrower Parties of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice will not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed an ~~Alternate Base Rate~~ Term SOFR Loan, as applicable, with a one month Interest Period; and such disbursements shall be made without regard to the timing of a Loan Notice or the minimum and multiple amounts specified in Section ~~2.4~~2.03. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit ~~Application in each case absent manifest error~~Application. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the ~~Borrowers~~ Borrower Parties with respect to Borrowings, each under this Section ~~2.8(e~~2.07(d) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections ~~2.1(b)~~2.02, ~~6.1~~7.01, ~~6.2~~ 7.02, 7.03 and/or ~~6.3~~7.04, as applicable, be honored in accordance with this Section ~~2.8(e~~2.07(d) under all circumstances, ~~including, without limitation,~~ including any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the ~~Borrowers~~ Borrower Parties in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the ~~Borrowers~~ Borrower Parties may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Event of Default or ~~Event of~~ Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower Party; provided that the foregoing shall not be construed to excuse the Letter of Credit ~~Party~~Issuer from liability to any Borrower Party to the extent of any direct damages (as opposed to indirect, special, punitive, consequential or exemplary damages, claims in respect of which are hereby waived by the Borrower Parties to the extent permitted by applicable Law) suffered by any Borrower Party that are caused by the Letter of Credit Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

Appears in 1 contract

Samples: Revolving Credit Agreement (AGTB Private BDC)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the ~~Borrowers~~ Borrower Parties agree to reimburse (either with the proceeds of a Loan as provided for in this Section ~~2.8~~ or with funds from other sources), in ~~immediately available funds in the applicable currency~~same day funds, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the ~~Borrowers~~ Borrower Parties of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, ~~reasonable~~ costs, ~~and~~ expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless the ~~Borrowers~~ Borrower Parties shall immediately notify the Letter of Credit Issuer that the ~~Borrowers~~ Borrower Parties intend to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, the ~~Borrowers~~ Borrower Parties shall be deemed to have timely given a ~~Request for Borrowing~~ Loan Notice to the Administrative ~~Agent~~ Agent, and the ~~Borrowers~~ Borrower Parties hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to the ~~Borrowers~~Borrower Parties, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lender’s ~~Lender~~ Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the ~~Letter of Credit Issuer~~ Administrative Agent on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the ~~Borrowers~~ Borrower Parties of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice will not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed ~~an Alternate Base~~ a LIBOR Rate ~~Loan~~Loan with a one month Interest Period; and such disbursements shall be made without regard to the timing of a Loan Notice or the minimum and multiple amounts specified in Section ~~2.4~~2.03. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit ~~Application in each case absent manifest error~~Application. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the ~~Borrowers~~ Borrower Parties with respect to Borrowings, each under this Section ~~2.8(e~~2.07(d) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections ~~2.1(b)~~2.02, ~~6.1~~7.01, ~~6.2~~ 7.02, 7.03 and/or ~~6.3~~7.04, as applicable, be honored in accordance with this Section ~~2.8(e~~2.07(d) under all circumstances, ~~including, without limitation,~~ including any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the ~~Borrowers~~ Borrower Parties in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the ~~Borrowers~~ Borrower Parties may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Event of Default or ~~Event of~~ Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower Party; provided that the foregoing shall not be construed to excuse the Letter of Credit ~~Party~~Issuer from liability to any Borrower Party to the extent of any direct damages (as opposed to indirect, special, punitive, consequential or exemplary damages, claims in respect of which are hereby waived by the Borrower Parties to the extent permitted by applicable Law) suffered by any Borrower Party that are caused by the Letter of Credit Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

Appears in 1 contract

Samples: Revolving Credit Agreement (Franklin BSP Capital Corp)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section ~~2.8~~ 2.14 or with funds from other sources), in ~~immediately available funds in the applicable currency~~same day funds, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, ~~reasonable~~ costs, ~~and~~ expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless the Borrowers shall immediately notify the Letter of Credit Issuer that the Borrowers intend to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative ~~Agent~~ Agent, and the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to the Borrowers, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lxxxxx’s Lender Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the Borrowers of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice will not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed an Alternate Base Rate ~~Loan~~Loan if in Dollars and a Eurocurrency Rate Loan with a one-month Interest Period if in an Alternative Currency; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit ~~Application in each case absent manifest error~~Application. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each under this Section ~~2.8(e~~2.14(d) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in ~~Sections~~ Section 2.1(b), Section 6.1, ~~6.2~~ Section 6.2, and/or Section 6.3, as applicable, be honored in accordance with this Section ~~2.8(e~~2.14(d) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Default or Event of ~~Default~~ Default; or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Credit Party. The Letter of Credit Issuer shall provide prompt written notice to the Administrative Agent and the applicable Borrower of each request for a draw under a Letter of Credit and each draw under a Letter of Credit.

Appears in 1 contract

Samples: Revolving Credit Agreement (BlackRock Direct Lending Corp.)

Payment of Letter of Credit. (i) In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section 2.8 or with funds from other sources), in immediately available funds in the applicable currency, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers consideration of the ~~date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, reasonable costs, and expenses or fees incurred~~ issuance by the Letter of Credit Issuer ~~in connection with such payment. Unless~~ of the ~~Borrowers shall immediately notify the Letter~~ Letters of Credit ~~Issuer that~~ for the ~~Borrowers intend to reimburse the Letter~~ account of ~~Credit Issuer for~~ a Borrower, such ~~drawing from other sources or funds~~Borrower hereby authorizes, ~~the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent and the Borrowers hereby authorize, empower~~empowers, and ~~direct~~ directs the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing ~~hereunder~~hereunder by such Borrower, to the Letter of Credit Issuer, with notice to ~~the Borrowers~~such Borrower, in immediately available funds (in the Currency of such Letter of Credit unless otherwise consented to by all Lenders in their sole discretion), an amount equal to the stated amount of each draft drawn under each such Letter of Credit plus all interest, reasonable costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit ~~Agreement~~Agreement in respect of Letters of Credit issued for the benefit of such Borrower. ~~Subject~~ To the extent Lenders other than the Letter of Credit Issuer are participants in any Letter of Credit and subject to receipt of notice from the Administrative Agent, each such Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lender’s ~~Lender~~ Pro Rata Share ~~under the applicable Tranche~~ of the amount to be disbursed by the Administrative Agent to the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees~~. The~~ , whereupon the Administrative Agent shall disburse such Lender’s payment to the Letter of Credit Issuer. By no later than 4:00 p.m. (New York time) on the date of any disbursement under a Letter of Credit, the Administrative Agent shall promptly notify the ~~Borrowers~~ Borrower on whose behalf the applicable Letter of Credit was issued of the disbursement by the Letter of Credit Issuer with respect to such draft and any such ~~disbursements~~ payments made by the Lenders pursuant to ~~the terms hereof~~this Section 2.8(g)(i); provided that the failure to give such notice will not affect the validity of such disbursement by the ~~disbursement, and~~ Letter of Credit Issuer or any such payments by the ~~Administrative Agent shall provide the Lenders with notice thereof~~Lenders. Any such ~~disbursement~~ payments made by the Lenders to the ~~Letter of Credit Issuer~~ Administrative Agent on account of a Letter of Credit shall be deemed a Reference Rate Loan (or, in the case of any such Loan in an Alternate ~~Base Rate~~ Currency, a LIBOR Loan) to the applicable Borrower, and such Borrower shall be deemed to have given to the Administrative Agent, in accordance with the terms and conditions of Section 2.3(a) hereof, a Request for Borrowing with respect to such Loan; and such ~~disbursements~~ payments shall be made without regard to the minimum and multiple amounts specified in Section ~~2.4~~2.4 hereof. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any ~~draft of~~ draw under a Letter of Credit or due the Letter of Credit Issuer under any Application for Letter of ~~Credit Application in each case absent manifest error~~Credit. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit ~~Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each~~ Issuer under this Section ~~2.8(e~~2.8(g)(i) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans or issuance of any Letter of Credit described in Sections ~~2.1(b)~~2.1, 2.3, 6.1, 6.2 and/or ~~6.3~~6.3 hereof, as applicable, be honored in accordance with this Section ~~2.8(e~~2.8(g)(i) under all circumstances, including, without limitation, any of the following circumstances: (iA) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iiiB) the existence of any claim, counterclaim, setoff, defense or other right which ~~the Borrowers~~ any Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (ivC) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (vD) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; ~~(vi)~~ or any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (~~vii~~E) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (~~viii~~F) the occurrence of any ~~Default or~~ Event of Default or Potential Default. (ixii) If a Lender fails to make available to the Administrative Agent any ~~other circumstance or happening whatsoever~~amount required of such Lender under Section 2.8(g)(i) hereof, ~~whether or not similar to any of~~ then the ~~foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge~~ Letter of~~, any Credit Party.~~

Appears in 1 contract

Samples: Revolving Credit Agreement (Blackstone / GSO Secured Lending Fund)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section ~~2.8~~ 2.13 or with funds from other sources), in ~~immediately available funds in the applicable currency~~same day funds, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit (or the following Business Day if such notice is received after 12:00 p.m.) for the amount of such draft so paid and any amounts representing interest, ~~reasonable~~ costs, ~~and~~ expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless the Borrowers shall immediately notify the Letter of Credit Issuer that the Borrowers intend to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent (without regard to any otherwise applicable notice periods), and the Borrowers hereby authorize, empower, and direct the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to the Borrowers, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such ~~Xxxxxx~~Lender’s ~~Lender~~ Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent shall notify the Borrowers of any such disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice will not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed a Reference Rate Loan if in Dollars and a LIBOR Rate Loan with a one-month Interest Period if in an ~~Alternate Base Rate Loan~~Alternative Currency; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit Application in each case absent manifest error. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each under this Section 2.8(e) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections 2.1(b), 6.1, 6.2 and/or 6.3, as applicable, be honored in accordance with this Section 2.8(e) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Default or Event of Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Credit Party.Section

Appears in 1 contract

Samples: Revolving Credit Agreement (AG Twin Brook BDC, Inc.)

Payment of Letter of Credit. In the event of any drawing under any Letter of Credit, the ~~Borrowers agree~~ applicable Borrower agrees to reimburse (either with the proceeds of a Loan as provided for in this Section ~~2.8~~ 2.9 or with funds from other sources), in ~~immediately available funds in the applicable currency~~same day funds, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies ~~the Borrowers~~ such Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, ~~reasonable~~ costs, ~~and~~ expenses or fees incurred by the Letter of Credit Issuer in connection with such payment. Unless the ~~Borrowers~~ applicable Borrower shall immediately notify the Letter of Credit Issuer that ~~the Borrowers intend~~ such Borrower intends to reimburse the Letter of Credit Issuer for such drawing from other sources or funds, ~~the Borrowers~~ such Borrower shall be deemed to have timely given a Request for Borrowing to the Administrative ~~Agent and the Borrowers hereby authorize, empower~~Agent, and ~~direct~~ such Borrower hereby authorizes, empowers, and directs the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder, to the Letter of Credit Issuer, with notice to ~~the Borrowers~~such Borrower, in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit Agreement. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such Xxxxxx’s ~~Lender~~ Pro Rata Share ~~under the applicable Tranche~~ of the amount disbursed by the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft on a Letter of Credit or incurs or is owed any such interest, costs, expenses or fees~~. The Administrative Agent shall notify the Borrowers~~ , if notice of ~~any~~ such ~~disbursements made by~~ disbursement is delivered to the Lenders pursuant to the terms hereof; provided that the failure to give such notice will not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the Letter of Credit Issuer on account of a Letter of Credit shall be deemed an Alternate Base Rate Loan; and such disbursements shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any draft of a Letter of Credit or due the Letter of Credit Issuer under any Letter of Credit Application in each case absent manifest error. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each under this Section 2.8(e) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections 2.1(b), 6.1, 6.2 and/or 6.3, as applicable, be honored in accordance with this Section 2.8(e) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iv) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (v) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; (vi) any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (vii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (viii) the occurrence of any Default or Event of Default or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available prior to~~, or a discharge of, any Credit Party.~~

Appears in 1 contract

Samples: Revolving Credit Agreement (AGL Private Credit Income Fund)

Payment of Letter of Credit. (i) In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Loan as provided for in this Section 2.8 or with funds from other sources), in immediately available funds in the applicable currency, the Letter of Credit Issuer on each date on which the Letter of Credit Issuer notifies the Borrowers consideration of the ~~date and amount of a draft paid under any Letter of Credit for the amount of such draft so paid and any amounts representing interest, reasonable costs, and expenses or fees incurred~~ issuance by the Letter of Credit Issuer ~~in connection with such payment. Unless~~ of the ~~Borrowers shall immediately notify the Letter~~ Letters of Credit ~~Issuer that~~ for the ~~Borrowers intend to reimburse the Letter~~ account of ~~Credit Issuer for~~ a Borrower, such ~~drawing from other sources or funds~~Borrower hereby authorizes, ~~the Borrowers shall be deemed to have timely given a Request for Borrowing to the Administrative Agent and the Borrowers hereby authorize, empower~~empowers, and ~~direct~~ directs the Administrative Agent, for the benefit of the Secured Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing ~~hereunder~~hereunder by such Xxxxxxxx, so long as the conditions in Section 6.2 hereof have been satisfied (other than the delivery of a Request for Borrowing), to the Letter of Credit Issuer, with notice to ~~the Borrowers~~such Xxxxxxxx, in immediately available funds (in the Currency of such Letter of Credit unless otherwise consented to in writing by all Lenders in their sole discretion), an amount equal to the stated amount of each draft drawn under each such Letter of Credit plus all interest, reasonable costs and expenses, and fees due to the Letter of Credit Issuer pursuant to this Credit ~~Agreement~~Agreement in respect of Letters of Credit issued for the benefit of such Borrower. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such Xxxxxx’s Lender ~~Pro Rata Share under the applicable Tranche~~ Percentage of the amount to be disbursed by the Administrative Agent to the Letter of Credit Issuer on the Business Day on which the Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees, whereupon the Administrative Agent shall disburse such Xxxxxx’s payment to the Letter of Credit Issuer. ~~The~~ By no later than 4:00 p.m. on the date of any disbursement under a Letter of Credit, the Administrative Agent shall notify the ~~Borrowers~~ Borrower on whose behalf the applicable Letter of Credit was issued of the disbursement by the Letter of Credit Issuer with respect to such draft and any such ~~disbursements~~ payments made by the Lenders pursuant to ~~the terms hereof~~this Section 2.8(g)(i); ~~provided~~ provided, that the failure to give such notice will not affect the validity of such disbursement by the ~~disbursement, and~~ Letter of Credit Issuer or any such payments by the ~~Administrative Agent shall provide the Lenders with notice thereof~~Lenders. Any such ~~disbursement~~ payments made by the Lenders to the ~~Letter of Credit Issuer~~ Administrative Agent on account of a Letter of Credit shall be deemed ~~an Alternate Base~~ a Reference Rate Loan to the applicable Borrower, and such Borrower shall be deemed to have given to the Administrative Agent, in accordance with the terms of Section 2.3(a) hereof, a Request for Borrowing with respect to such Loan; and such ~~disbursements~~ payments shall be made without regard to the minimum and multiple amounts specified in Section 2.4. The Administrative Agent and the Lenders may conclusively rely on the Letter of Credit Issuer as to the amount due the Letter of Credit Issuer by reason of any ~~draft of~~ draw under a Letter of Credit or due the Letter of Credit Issuer under any Application for Letter of ~~Credit Application in each case absent manifest error~~Credit. The obligations of a Lender to make payments to the Administrative Agent for the account of the Letter of Credit ~~Issuer, and, as applicable, the obligations of the Borrowers with respect to Borrowings, each~~ Issuer under this Section ~~2.8(e~~2.8(g)(i) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Sections ~~2.1(b)~~2.1, 2.3, 6.1, 6.2 and/or ~~6.3~~6.3 hereof, as applicable, be honored in accordance with this Section ~~2.8(e~~2.8(g)(i) under all circumstances, including, without limitation, any of the following circumstances: (iA) any lack of validity or enforceability of such Letter of Credit, this Credit Agreement or any of the other Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrowers in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the terms of the Letter of Credit; (iii) the existence of any claim, counterclaim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other Person, whether in connection with this Credit Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (ivB) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (vC) any payment by the Letter of Credit Issuer under such Letter of Credit against USActive 58236919.3 -50- presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; ~~(vi)~~ or any payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver receiver-manager, receiver and manager or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (~~vii~~D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (~~viii~~E) the occurrence of any ~~Default or~~ Event of Default or Potential Default. (ixii) If a Lender fails to make available to the Administrative Agent any ~~other circumstance~~ amount required of such Lender under Section 2.8(g)(i), then the Letter of Credit Issuer may recover such amount: (a) on demand from such Lender, together with interest at the Federal Funds Rate for the period commencing on the date such amount was due from such Lender and ending on (but excluding) the date the Letter of Credit Issuer recovers such amount from such Lender; or ~~happening whatsoever~~(b) if such Lender fails to pay such amount upon the Letter of Credit Issuer’s demand, ~~whether~~ then from the applicable Borrower: (i) promptly on demand but in no event later than two (2) Business Days, to the extent such funds are available (or ~~not similar~~ credited) in the applicable Collateral Accounts of such Borrower; and (ii) otherwise, within fifteen (15) Business Days after demand by the Letter of Credit Issuer, to the extent that it is necessary for the applicable Credit Parties to issue a Feeder Capital Call to fund such required payment (but, in any event, the applicable Credit Parties shall issue such Feeder Capital Calls and shall make such payment promptly after the related Feeder Capital Contributions are received); together with interest at the Reference Rate for the period commencing on the date such amount was due from the applicable Lender under Section 2.8(g)(i) hereof and ending on (but excluding) the date the Letter of ~~the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any~~ Credit ~~Party~~Issuer recovers such amount from such Borrower.

Appears in 1 contract

Samples: Revolving Credit Agreement (T Series Middle Market Loan Fund LLC)

Common use of Payment of Letter of Credit Clause in Contracts