Payments of Letters of Credit. Borrowers hereby promise to pay to Lender, ON DEMAND and in United States Dollars, the following which are herein collectively referred to as the “Current Letter of Credit Obligations”: (a) the amount which Lender has paid or will be required to pay under each draft or draw on a Letter of Credit, whether such demand be in advance of Lender’s payment or for reimbursement for such payment; (b) any and all reasonable charges and expenses which Lender may pay or incur relative to the Letter of Credit and/or such draws or drafts; and (c) interest on the amounts described in (a) and (b) not paid by Borrowers as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at the Post-Default Rate. In addition, Borrowers hereby promise to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of Borrowers to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any Borrower or any other account party may have or have had against the beneficiary of such Letter of Credit, Lender, or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not Lender had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrowers for any Letter of Credit Obligations, in bankruptcy or otherwise; provided, however, that Borrowers shall not be obligated to reimburse Lender for any wrongful payment under such Letter of Credit made as a result of Lender’s gross negligence or willful misconduct. The obligation of Borrowers to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by Lender or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s property, all as though such payments had not been made.
Appears in 3 contracts
Samples: Financing and Security Agreement (Gp Strategies Corp), Financing and Security Agreement (Gp Strategies Corp), Financing and Security Agreement (Gp Strategies Corp)
Payments of Letters of Credit. The Borrowers hereby promise to pay to the Lender, ON DEMAND and in United States Dollars, the following which are herein collectively referred to as the “Current Letter of Credit Obligations”:
(a) the amount which the Lender has paid or will be required to pay under each draft or draw on a Letter of Credit, whether such demand be in advance of the Lender’s payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which the Lender may pay or incur relative to the Letter of Credit and/or such draws or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by the Borrowers as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at a rate per annum equal to the Post-Default Ratethen current highest rate of interest on the Revolving Loan. In addition, the Borrowers hereby promise to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of the Borrowers to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any Borrower the Borrowers or any other account party may have or have had against the beneficiary of such Letter of Credit, the Lender, or any other PersonPerson (excluding, including, without limitationhowever, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit), any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not the Lender had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for any Letter of Credit Obligations, in bankruptcy or otherwise; provided, however, that the Borrowers shall not be obligated to reimburse the Lender for any wrongful payment under such Letter of Credit made as a result of the Lender’s gross negligence or willful misconduct. The obligation of the Borrowers to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by the Lender or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s property, all as though such payments had not been made.
Appears in 3 contracts
Samples: Financing and Security Agreement (Tvi Corp), Financing and Security Agreement (Tvi Corp), Financing and Security Agreement (Tvi Corp)
Payments of Letters of Credit. The Revolving Credit Borrowers hereby promise to pay to Lenderthe Agent, ON DEMAND and in United States Dollars, the following which are herein collectively referred to as the “"Current Letter of Credit Obligations”":
(a) the amount which Lender the Agent has paid or will be required to pay under each draft or draw on a Letter of Credit, whether such demand be in advance of Lender’s the Agent's payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which Lender the Agent may pay or incur relative to the Letter of Credit and/or such draws or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by the Revolving Credit Borrowers as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at a rate per annum equal to the Post-Default Base Rate. In addition, the Revolving Credit Borrowers hereby promise to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of the Revolving Credit Borrowers to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any Borrower the Revolving Credit Borrowers or any other account party may have or have had against the beneficiary of such Letter of Credit, Lenderthe Agent, any of the Lenders, or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not Lender the Agent or any of the Lenders had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of the Revolving Credit Borrowers for any Letter of Credit Obligations, in bankruptcy or otherwise; providedPROVIDED, howeverHOWEVER, that the Revolving Credit Borrowers shall not be obligated to reimburse Lender the Agent for any wrongful payment under such Letter of Credit made as a result of Lender’s gross negligence or the Agent's willful misconduct. The obligation of the Revolving Credit Borrowers to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by Lender the Agent or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by Lender the Agent or any of the Lenders upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s 's property, all as though such payments had not been made.
Appears in 1 contract
Payments of Letters of Credit. The Borrowers hereby hereby, jointly and severally, promise to pay to Lenderthe Agent, ON DEMAND and in United States Dollars, the following which are herein collectively referred to as the “Current Letter of Credit Obligations”:
(a) the amount which Lender the Agent has paid or will be required to pay under each draft or draw on a Letter of Credit, whether such demand be in advance of Lenderthe Agent’s payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which Lender the Agent may pay or incur relative to the Letter of Credit and/or such draws or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by the Borrowers as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at the Post-Default Rate. In addition, the Borrowers hereby hereby, jointly and severally, promise to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of the Borrowers to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any Borrower the Borrowers or any other account party may have or have had against the beneficiary of such Letter of Credit, Lenderthe Agent, any of the Lenders, or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not Lender the Agent or any of the Lenders had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for any Letter of Credit Obligations, in bankruptcy or otherwise; provided, however, that the Borrowers shall not be obligated to reimburse Lender the Agent for any wrongful payment under such Letter of Credit made as a result of Lenderthe Agent’s gross negligence or willful misconduct. The obligation of the Borrowers to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by Lender the Agent or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by Lender the Agent or any of the Lenders upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s property, all as though such payments had not been made.
Appears in 1 contract
Payments of Letters of Credit. The Borrowers hereby promise to pay to the Lender, ON DEMAND and in United States Dollars, the following which are herein collectively referred to as the “"Current Letter of Credit Obligations”":
(a) the amount which the Lender has paid or will be required to pay under each draft or draw on a Letter of Credit, whether such demand be in advance of the Lender’s 's payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which the Lender may pay or incur relative to the Letter of Credit and/or such draws or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by the Borrowers as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at the Post-Default Rate. a rate per In addition, the Borrowers hereby promise to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of the Borrowers to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any Borrower the Borrowers or any other account party may have or have had against the beneficiary of such Letter of Credit, the Lender, or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not the Lender had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for any Letter of Credit Obligations, in bankruptcy or otherwise; provided, however, that the Borrowers shall not be obligated to reimburse the Lender for any wrongful payment under such Letter of Credit made as a result of the Lender’s gross negligence or 's willful misconduct. The obligation of the Borrowers to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by the Lender or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s 's property, all as though such payments had not been made.
Appears in 1 contract
Payments of Letters of Credit. Borrowers The Borrower hereby promise promises to pay to the Lender, ON DEMAND and in United States Dollars, the following which are herein collectively referred to as the “"Current Letter of Credit Obligations”":
(a) the amount which the Lender has paid or will be required to pay under each draft or draw on a Letter of Credit, whether such demand be in advance of (but in no event earlier than one Business Day prior to) the Lender’s 's payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which the Lender may pay or incur relative to the Letter of Credit and/or such draws or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by Borrowers the Borrower as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at a rate per annum equal to the Post-Default Ratethen current highest rate of interest on the Revolving Credit Note. In addition, Borrowers the Borrower hereby promise promises to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of Borrowers the Borrower to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any the Borrower or any other account party may have or have had against the beneficiary of such Letter of Credit, the Lender, or any other Person, including, ,without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, ,regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not the Lender had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, ,or might be construed to constitute, an equitable or legal discharge of Borrowers the Borrower for any Letter of Credit Obligations, in bankruptcy or otherwise; ,provided, however, that Borrowers the Borrower shall not be obligated to reimburse the Lender for any wrongful payment under such Letter of Credit made as a result of the Lender’s 's willful misconduct or gross negligence or willful misconductnegligence. The obligation of Borrowers the Borrower to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by the Lender or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor or right of offset with respect thereto. Without in any way limiting the Borrower's payment obligation with 65 respect to Letters of Credit as set forth above, upon each drawing under a Letter of Credit,the Lender shall seek reimbursement from any amounts then on deposit in the Letter of Credit Cash Collateral Account. In the event that (i) no amounts are then on deposit in such Letter of Credit Cash Collateral Account, (ii) the amount then on deposit in such Letter of Credit Cash Collateral Account is insufficient to pay the amount of such drawing, (iii) the Lender is legally prevented or restrained from immediately applying amounts on deposit in such Letter of Credit Cash Collateral Account or (iv) the Borrower is required to make a payment under Section 2.2.8 hereof and fails to make such payment as required, then the amount of each unreimbursed drawing under such Letter of Credit and payment required to be made under Section 2.2.8 shall automatically be converted into an advance under the Revolving Loan made to the Borrower on the date of such drawing for all purposes of this Agreement (but without any requirement for compliance with any conditions to the making of Revolving Loans contained in Section 5.2 hereof). To the extent that the Lender applies amounts on deposit in the Letter of Credit Cash Collateral Account as aforesaid and, thereafter, such application (or any portion thereof) is rescinded or any amount so applied must otherwise be returned by the Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, then the amount so rescinded or returned shall automatically be converted into an advance under the Revolving Loan made to the Borrower on the date of such drawing for all purposes of this Agreement (but without any requirement for compliance with any conditions to the making of Revolving Loans contained in Section 5.2 hereof). The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s 's property, all as though such payments had not been made.
Appears in 1 contract
Samples: Financing and Security Agreement (Chatwins Group Inc)
Payments of Letters of Credit. The Borrowers hereby hereby, jointly and severally, promise to pay to LenderCitizens, ON DEMAND and in United States Dollars, the following which are herein collectively referred to as the “Citizens Current Letter of Credit Obligations”:
(a) the amount which Lender Citizens has paid or will be required to pay under each draft or draw on a Citizens Letter of Credit, whether such demand be in advance of Lender’s the Citizens payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which Lender Citizens may pay or incur relative to the Citizens Letter of Credit and/or such draws or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by the Borrowers as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at the Post-Default Rate. In addition, the Borrowers hereby hereby, jointly and severally, promise to pay any and all other Citizens Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of the Borrowers to pay Citizens Current Letter of Credit Obligations and all other Citizens Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any Borrower the Borrowers or any other account party may have or have had against the beneficiary of such Citizens Letter of Credit, LenderCitizens, or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Citizens Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Citizens Letter of Credit, any draft or other documents presented with any draft, any Citizens Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not Lender Citizens had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for any Citizens Letter of Credit Obligations, in bankruptcy or otherwise; provided, however, that the Borrowers shall not be obligated to reimburse Lender Citizens for any wrongful payment under such Citizens Letter of Credit made as a result of Lender’s gross negligence or Citizens willful misconduct. The obligation of the Borrowers to pay the Citizens Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by Lender Citizens or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor or right of offset with respect thereto. The Citizens Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Citizens Letter of Credit Obligations is rescinded or must otherwise be restored or returned by Lender Citizens upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s property, all as though such payments had not been made.
Appears in 1 contract
Payments of Letters of Credit. Borrowers The Borrower hereby promise promises to pay to Lenderthe Agent, ON DEMAND and in United States Dollars, the following which are herein collectively referred to as the “"Current Letter of Credit Obligations”:
(a) the amount which Lender has paid or will be required ": The Borrower hereby promises to pay under each draft or draw on a Letter of Credit, whether such demand be in advance of Lender’s payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which Lender may pay or incur relative to the Letter of Credit and/or such draws or drafts; and
(c) interest on Agent, ON DEMAND and in United States Dollars, the amounts described in (a) and (b) not paid by Borrowers following which are herein collectively referred to as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at the Post-Default Rate. In addition, Borrowers hereby promise to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of Borrowers to pay "Current Letter of Credit Obligations Obligations": (Payments of Letters of Credit). "Debt Service" means for any period of determination thereof an amount equal to the total of the aggregate amount of all payments of principal and all other interest with respect to Indebtedness for Borrowed Money of the Borrower, the Subsidiary Guarantors, Xxxxx UK and Norwich, as appropriate, scheduled to be due and payable during such period, excluding, any Term Loan B Mandatory Prepayments with respect to Excess Cash Flow and any UK Term Loan Mandatory Prepayment with respect to UK Excess Cash Flow. For purposes of calculating "Debt Service", the Agent and the Lenders agree that (a) scheduled payments with respect to the Iowa Bond Letter of Credit Obligations shall reflect the permitted amortization of a portion of such Iowa Bond Letter of Credit Obligations pursuant to Section (ii) Notwithstanding the provisions of paragraph (a) above, as long as no Event of Default has occurred, any drawing under the Iowa Bond Letter of Credit - NB to redeem Iowa Bonds purchased with a drawing under the Iowa Bond Standby Credit Agreement, any drawing under the Nevada Bond Letter of Credit - NB to purchase Nevada Bonds, and any drawing under the South Xxxxxxxx Xxxx Letter of Credit - NB to purchase South Carolina Bonds, in each case relating to Bonds which were tendered for purchase by the holders thereof and which were not remarketed in a timely fashion (each referred to herein as a "Conversion Drawing"), are not required to be absolute reimbursed to the Agent ON DEMAND; provided that BIC or the Borrower, as appropriate, make payments of interest to the Agent at the rates, at the times and unconditional otherwise subject to the provisions for interest on the Loans under any Interest. (Interest), and the principal amount of each such Conversion Drawing is repaid in equal quarterly payments (i) over the remaining term to expiry of the Bond Letter of Credit Facility with respect to the Nevada Bond Letter of Credit - NB and/or the South Carolina Bond Letter of Credit - NB and (ii) over a period of ten (10) years with respect to the Iowa Bond Letter of Credit - NB; final payment of all circumstances outstanding amounts relating to the Nevada Bond Letter of Credit - NB and/or the South Carolina Bond Letter of Credit - NB to be made no later than expiry of the Bond Letter of Credit Facility or the Revolving Credit Termination Date, whichever is earlier, and irrespective final payment of all outstanding amounts relating to the Iowa Bond Letter of Credit - NB to be made no later than the date which is ten (10) years after the date of any setoffConversion Drawing under the Iowa Bond Letter of Credit - NB or the Revolving Credit Termination Date, counterclaim whichever is earlier. In addition, the Agent and the Lenders agree that in the event the Iowa Bond Trustee draws on the Iowa Bond Letter of Credit on or defense to payment which any Borrower about the business day preceding the expiration or any other account party may have or have had against termination of the beneficiary of such Iowa Bond Letter of Credit, Lenderas contemplated by Section 505 of the Iowa Bond Trust Agreement (the "Draw"), or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Iowa Bond Letter of Credit AgreementObligations resulting from the Draw, shall not be payable ON DEMAND as would otherwise be required by this AgreementSection (E) PAYMENTS OF BOND LETTERS OF CREDIT., or any but shall be repaid by the Borrower in equal consecutive quarterly installments over a period of ten (10) years, commencing with the other Financing Documents, all whether or not Lender had actual or constructive knowledge first day following the first full quarterly period after the Draw and continuing on the first day of each quarterly period thereafter (the same, and irrespective of any Collateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrowers for any "Amortizing Iowa Bond Letter of Credit Obligations, in bankruptcy or otherwise"); provided, howeverthat (A) there does not exist a Default or an Event of Default, that Borrowers shall (B) the Draw is not be obligated to reimburse Lender for any wrongful payment under such Letter of Credit made as a the result of Lender’s gross negligence or willful misconductan acceleration of the Iowa Bonds pursuant to Section 1102 of the Iowa Bond Trust Agreement and (C) the Draw is not the result of the occurrence of a "Determination of Taxability" (as defined in the Iowa Bond Trust Agreement). The obligation of Borrowers to pay Interest shall be payable on the Amortizing Iowa Bond Letter of Credit Obligations to the Agent at the rates, at the times and otherwise subject to the provisions for interest on the Loans under INTEREST. (Interest), with a final payment of all outstanding amounts relating to the Iowa Bond Letter of Credit - NB to be made no later than the date which is ten (10) years after the date of the Draw or the Revolving Credit Termination Date, whichever is earlier.(Payments of Bond Letters of Credit), and (b) Iowa Bond Rollover Payments shall not be conditioned or contingent upon included in the pursuit by Lender or any other Person at any time determination of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any CollateralDebt Service. "Debt Service Coverage Ratio" means as to the Borrower, security or guarantee therefor or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion each of the Letter Subsidiary Guarantors, Xxxxx UK and Norwich on a consolidated basis, for any period of Credit Obligations is rescinded or must otherwise be restored or returned by Lender upon determination thereof the insolvency, bankruptcy, dissolution, liquidation or reorganization ratio of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s property, all as though such payments had not been made.(a) EBITDA to (b)
Appears in 1 contract
Samples: Financing and Security Agreement (Norwich Injection Moulders LTD)
Payments of Letters of Credit. Borrowers hereby promise (a) The Borrower agrees to reimburse the issuer for any draw under any Letter of Credit and the Agent for the account of the Formula Lenders upon any payment pursuant to any Credit Support immediately upon demand, and to pay the issuer of the Letter of Credit the amount of all other obligations and other amounts payable to Lendersuch issuer under or in connection with any Letter of Credit immediately when due, ON DEMAND and in United States Dollarsirrespective of any claim, setoff, defense or other right which the following which are herein Borrower may have at any time against such issuer or any other Person (all of the foregoing being collectively referred to herein as the “"Current Letter of Credit Obligations”:").
(b) In the event that the issuer of any Letter of Credit honors a draw under such Letter of Credit or the Agent shall have made any payment pursuant to any Credit Support and the Borrower shall not have repaid such amount to the issuer of such Letter of Credit or the Agent, as applicable, pursuant to Section 2.2.4
(a) the amount which Agent shall, upon receiving notice of such failure, notify each Formula Lender has paid or will be required to of such failure, and each Formula Lender shall unconditionally pay under each draft or draw on a Letter of Credit, whether such demand be in advance of Lender’s payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which Lender may pay or incur relative to the Letter Agent, for the account of Credit and/or such draws issuer or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by Borrowers Agent, as applicable, as and when due provided hereinbelow, an amount equal to such Formula Lender's Revolving Credit Pro Rata Share of the amount of such payment in Dollars and payable in same day funds. If the Agent so notifies the Formula Lenders prior to 12:00 noon (Chicago, Illinois Time) on any Business Day, each Formula Lender shall make available to the Agent the amount of such payment, as provided in the immediately preceding sentence, by 2:00 p.m. (Chicago, Illinois Time) on such Business Day. Such amounts paid by the Formula Lenders to the Agent shall constitute Borrowings under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at the Post-Default Rate. In addition, Borrowers hereby promise to pay any and all other Letter of Revolving Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of Borrowers to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations Facility which shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense deemed to payment which any have been requested by the Borrower or any other account party may have or have had against the beneficiary of such Letter of Credit, Lender, or any other Person, including, without limitation, any defense based on the failure of any draft or draw pursuant to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not Lender had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrowers for any Letter of Credit Obligations, in bankruptcy or otherwise; provided, however, that Borrowers shall not be obligated to reimburse Lender for any wrongful payment under such Letter of Credit made as a result of Lender’s gross negligence or willful misconduct. The obligation of Borrowers to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by Lender or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor or right of offset with respect theretoSection 2.1 hereof. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by Lender the Agent or any of the Formula Lenders upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s 's property, all as though such payments had not been made.
Appears in 1 contract
Samples: Financing and Security Agreement (Reunion Industries Inc)
Payments of Letters of Credit. The Borrowers hereby promise to pay to the Lender, ON DEMAND and in United States Dollars, the following which are herein collectively referred to as the “Current Letter of Credit Obligations”:
(a) the amount which the Lender has paid or will be required to pay under each draft or draw on a Letter of Credit, whether such demand be in advance of the Lender’s payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which the Lender may pay or incur relative to the Letter of Credit and/or such draws or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by the Borrowers as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at a rate per annum equal to the Post-Default Ratethen current highest rate of interest on the Revolving Loan. In addition, the Borrowers hereby promise to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of the Borrowers to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any Borrower the Borrowers or any other account party may have or have had against the beneficiary of such Letter of Credit, the Lender, or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not the Lender had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor therefore or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for any Letter of Credit Obligations, in bankruptcy or otherwise; provided, however, that the Borrowers shall not be obligated to reimburse the Lender for any wrongful payment under such Letter of Credit made as a result of the Lender’s gross negligence or willful misconduct. The obligation of the Borrowers to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by the Lender or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor therefore or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s property, all as though such payments had not been made.
Appears in 1 contract
Payments of Letters of Credit. The Borrowers hereby promise to pay to Lenderthe Appropriate Letter of Credit Issuer, ON DEMAND and in United States Dollars, the following which are herein collectively referred to as the “"Current Letter of Credit Obligations”":
(a) the amount which Lender the Appropriate Letter of Credit Issuer has paid or will be required to pay under each draft or draw on a Letter of Credit, whether such demand be in advance of Lender’s the Appropriate Letter of Credit Issuer's payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which Lender the Appropriate Letter of Credit Issuer may pay or incur relative to the Letter of Credit and/or such draws or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by the Borrowers as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at a rate per annum equal to the Post-Default Rate. In addition, the Borrowers hereby promise to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of the Borrowers to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any Borrower the Borrowers or any other account party may have or have had against the beneficiary of such Letter of Credit, Lenderthe Appropriate Letter of Credit Issuer, the Agents, any of the Lenders, or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not Lender the Appropriate Letter of Credit Issuer, any Agent or any of the Lenders had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for any Letter of Credit Obligations, in bankruptcy or otherwise; provided, however, that the Borrowers shall not be obligated to reimburse Lender the Appropriate Letter of Credit Issuer for any wrongful payment under such Letter of Credit made as a result of Lender’s the Appropriate Letter of Credit Issuer's gross negligence or willful misconduct. The obligation of the Borrowers to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by Lender the Appropriate Letter of Credit Issuer or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by Lender the Appropriate Letter of Credit Issuer or any of the Agents or Lenders upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s 's property, all as though such payments had not been made.
Appears in 1 contract
Payments of Letters of Credit. The Borrowers hereby promise to pay to Lenderthe Agent, ON DEMAND and in United States Dollars, the following which are herein collectively referred to as the “"Current Letter of Credit Obligations”":
(a) the amount which Lender the Agent has paid or will be required to pay under each draft or draw on a Letter of Credit, whether such demand be in advance of Lender’s the Agent's payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which Lender the Agent may pay or incur relative to the Letter of Credit and/or such draws or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by the Borrowers as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at the Post-Default Rate. In addition, the Borrowers hereby promise to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of the Borrowers to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any Borrower the Borrowers or any other account party may have or have had against the beneficiary of such Letter of Credit, Lenderthe Agent, any of the Lenders, or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not Lender the Agent or any of the Lenders had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for any Letter of Credit Obligations, in bankruptcy or otherwise; provided, however, that the Borrowers shall not be obligated to reimburse Lender the Agent for any wrongful payment under such Letter of Credit made as a result of Lender’s gross negligence or the Agent's willful misconduct. The obligation of the Borrowers to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by Lender the Agent or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by Lender the Agent or any of the Lenders upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s 's property, all as though such payments had not been made.
Appears in 1 contract
Payments of Letters of Credit. The Borrowers hereby promise to pay to the Lender, ON DEMAND and in United States Dollars, the following which are herein collectively referred to as the “"Current Letter of Credit Obligations”":
(a) the amount which the Lender has paid or will be required to pay under each draft or draw on a Letter of Credit, whether such demand be in advance of the Lender’s 's payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which the Lender may pay or incur relative to the Letter of Credit and/or such draws or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by the Borrowers as and when due and payable under the provisions of (a) (when paid by the Lender) and (b) above from the day the same are due and payable until paid in full at a rate per annum equal to the Post-Default Ratethen current highest rate of interest on the Revolving Loan. In addition, the Borrowers hereby promise to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of the Borrowers to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any Borrower the Borrowers or any other account party may have or have had against the beneficiary of such Letter of Credit, the Lender, or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not the Lender had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor therefore or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for any Letter of Credit Obligations, in bankruptcy or otherwise; provided, however, that the Borrowers shall not be obligated to reimburse the Lender for any wrongful payment under such Letter of Credit made as a result of the Lender’s 's willful misconduct or gross negligence or willful misconductnegligence. The obligation of the Borrowers to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by the Lender or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor therefore or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s 's property, all as though such payments had not been made.
Appears in 1 contract
Samples: Financing and Security Agreement (Spacehab Inc \Wa\)
Payments of Letters of Credit. Borrowers The Borrower hereby promise promises to pay to the Lender, ON DEMAND and in United States Dollars, the following which are herein collectively referred to as the “Current Letter of Credit Obligations”:
(a) the amount which the Lender has paid or will be required to pay under each draft or draw on a Letter of Credit, whether such demand be in advance of the Lender’s payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which the Lender may pay or incur relative to the Letter of Credit and/or such draws or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by Borrowers the Borrower as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at a rate per annum equal to the Post-Default Ratethen current highest rate of interest on the Revolving Loan. In addition, Borrowers the Borrower hereby promise promises to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of Borrowers the Borrower to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any the Borrower or any other account party may have or have had against the beneficiary of such Letter of Credit, the Lender, or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not the Lender had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor therefore or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrowers the Borrower for any Letter of Credit Obligations, in bankruptcy or otherwise; provided, however, that Borrowers the Borrower shall not be obligated to reimburse the Lender for any wrongful payment under such Letter of Credit made as a result of the Lender’s gross negligence or willful misconduct. The obligation of Borrowers the Borrower to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by the Lender or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor therefore or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s property, all as though such payments had not been made.
Appears in 1 contract
Payments of Letters of Credit. The Borrowers hereby promise to pay to Lenderthe Administrative Agent, ON DEMAND and in United States Dollars, the following which are herein collectively referred to as the “"Current Letter of Credit Obligations”":
(a) the amount which Lender the Administrative Agent has paid or will be required to pay under each draft or draw on a Letter of Credit, whether such demand be in advance of Lender’s the Administrative Agent's payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which Lender the Administrative Agent may pay or incur relative to the Letter of Credit and/or such draws or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by the Borrowers as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at a rate per annum equal to the Post-Default Ratethen current highest rate of interest on the Revolving Loan. In addition, the Borrowers hereby promise to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of the Borrowers to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any Borrower the Borrowers or any other account party may have or have had against the beneficiary of such Letter of Credit, Lenderthe Administrative Agent, any of the Lenders, or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not Lender the Administrative Agent or any of the Lenders had actual or constructive knowledge of the same, and irrespective of any Collateralcollateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for any Letter of Credit Obligations, in bankruptcy or otherwise; provided, however, that the Borrowers shall not be obligated to reimburse Lender the Administrative Agent for any wrongful payment under such Letter of Credit made as a result of Lender’s the Administrative Agent's willful misconduct or gross negligence or willful misconductnegligence. The obligation of the Borrowers to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by Lender the Administrative Agent or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateralcollateral, security or guarantee therefor or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by Lender the Administrative Agent or any of the Lenders upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s 's property, all as though such payments had not been made.
Appears in 1 contract
Payments of Letters of Credit. The Borrowers hereby promise to pay to Lenderthe Appropriate Letter of Credit Issuer, ON DEMAND and in United States Dollars, the following which are herein collectively referred to as the “"Current Letter of Credit Obligations”":
(a) the amount which Lender the Appropriate Letter of Credit Issuer has paid or will be required to pay under each draft or draw on a Letter of Credit, whether such demand be in advance of Lender’s the Appropriate Letter of Credit Issuer 's payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which Lender the Appropriate Letter of Credit Issuer may pay or incur relative to the Letter of Credit and/or such draws or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by the Borrowers as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at a rate per annum equal to the Post-Default Rate. In addition, the Borrowers hereby promise to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of the Borrowers to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any Borrower the Borrowers or any other account party may have or have had against the beneficiary of such Letter of Credit, Lenderthe Appropriate Letter of Credit Issuer, the Agents, any of the Lenders, or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not Lender the Appropriate Letter of Credit Issuer, any Agent or any of the Lenders had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers for any Letter of Credit Obligations, in bankruptcy or otherwise; provided, however, that the Borrowers shall not be obligated to reimburse Lender the Appropriate Letter of Credit Issuer for any wrongful payment under such Letter of Credit made as a result of Lender’s the Appropriate Letter of Credit Issuer's gross negligence or willful misconduct. The obligation of the Borrowers to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by Lender the Appropriate Letter of Credit Issuer or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by Lender the Appropriate Letter of Credit Issuer or any of the Agents or Lenders upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s 's property, all as though such payments had not been made.
Appears in 1 contract
Payments of Letters of Credit. Borrowers The U.S. Borrower and the Dutch Borrower (as applicable) hereby promise to pay to the Lender, ON DEMAND and in United States DollarsDollars or the Euro Currency Equivalent thereof (as applicable), the following which that are herein collectively referred to as the “Current Letter of Credit Obligations”:
(a) the amount which that the Lender has paid or will be required to pay under each draft or draw on a Letter of Credit (upon presentment of such draft or draw by the beneficiary of such Letter of Credit), whether such demand be in advance of the Lender’s payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which that the Lender may pay has paid or incur incurred relative to the Letter of Credit and/or such draws or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by Borrowers the U.S. Borrower or the Dutch Borrower (as applicable) as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at a rate per annum equal to the Post-Default Ratethen current highest rate of interest on the U.S. Revolving Loan or the Dutch Revolving Loan (as applicable). In addition, Borrowers the U.S. Borrower or the Dutch Borrower (as applicable) hereby promise to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of Borrowers the U.S. Borrower or the Dutch Borrower (as applicable) to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any that the U.S. Borrower or the Dutch Borrower (as applicable) or any other account party may have or have had against the beneficiary of such Letter of Credit, Lender, the Lender or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not the Lender had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which that constitutes, or might be construed to constitute, an equitable or legal discharge of Borrowers the U.S. Borrower and the Dutch Borrower (as applicable) for any Letter of Credit Obligations, in bankruptcy or otherwise; provided, however, that Borrowers the U.S. Borrower and the Dutch Borrower (as applicable) shall not be obligated to reimburse the Lender for any wrongful payment under such Letter of Credit made as a result of the Lender’s gross negligence or willful misconductmisconduct as determined by a final non-appealable order by a court of competent jurisdiction. The obligation of Borrowers the U.S. Borrower or the Dutch Borrower (as applicable) to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by the Lender or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s property, all as though such payments had not been made.
Appears in 1 contract
Samples: Financing and Security Agreement (Optelecom-Nkf, Inc.)
Payments of Letters of Credit. Borrowers The U.S. Borrower and the Dutch Borrower (as applicable) hereby promise to pay to the Lender, ON DEMAND and in United States DollarsDollars or the Euro Currency Equivalent thereof (as applicable), the following which that are herein collectively referred to as the “"Current Letter of Credit Obligations”":
(a) the amount which that the Lender has paid or will be required to pay under each draft or draw on a Letter of Credit (upon presentment of such draft or draw by the beneficiary of such Letter of Credit), whether such demand be in advance of the Lender’s 's payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which that the Lender may pay has paid or incur incurred relative to the Letter of Credit and/or such draws or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by Borrowers the U.S. Borrower or the Dutch Borrower (as applicable) as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at a rate per annum equal to the Post-Default Ratethen current highest rate of interest on the U.S. Revolving Loan or the Dutch Revolving Loan (as applicable). In addition, Borrowers the U.S. Borrower or the Dutch Borrower (as applicable) hereby promise to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of Borrowers the U.S. Borrower or the Dutch Borrower (as applicable) to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any that the U.S. Borrower or the Dutch Borrower (as applicable) or any other account party may have or have had against the beneficiary of such Letter of Credit, Lender, the Lender or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, legality validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not the Lender had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which that constitutes, or might be construed to constitute, an equitable or legal discharge of Borrowers the U.S. Borrower and the Dutch Borrower (as applicable) for any Letter of Credit Obligations, in bankruptcy or otherwise; provided, however, that Borrowers the U.S. Borrower and the Dutch Borrower (as applicable) shall not be obligated to reimburse the Lender for any wrongful payment under such Letter of Credit made as a result of the Lender’s 's gross negligence or willful misconductmisconduct as determined by a final non-appealable order by a court of competent jurisdiction. The obligation of Borrowers the U.S. Borrower or the Dutch Borrower (as applicable) to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by the Lender or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s 's property, all as though such payments had not been made.
Appears in 1 contract
Payments of Letters of Credit. Borrowers Each Borrower hereby promise promises to pay to Lender, ON DEMAND and in United States DollarsDollars and authorizes Lender to debit the Letter of Credit Cash Collateral Account, the following which are herein collectively referred to as the “Current Letter of Credit Obligations”:
(a) the amount which Lender has paid or will be required to pay under each draft or draw on a Letter of Credit, whether such demand be in advance of Lender’s payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which Lender may pay or incur relative to the Letter of Credit and/or such draws or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by Borrowers as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at the Post-Default Rate.
(d) unpaid draft or draw amounts by Borrowers described in (a) and (b) shall accrue interest at the same rates as the Acquisition Term Loan. In addition, Borrowers each Borrower hereby promise promises to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of Borrowers each Borrower to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any Borrower Borrowers or any other account party may have or have had against the beneficiary of such Letter of Credit, Lender, or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not Lender had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrowers any Borrower for any Letter of Credit Obligations, in bankruptcy or otherwise; provided, however, that Borrowers any Borrower shall not be obligated to reimburse Lender for any wrongful payment under such Letter of Credit made as a result of Lender’s gross negligence or willful misconduct. The obligation of Borrowers each Borrower to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by Lender or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s property, all as though such payments had not been made.
Appears in 1 contract
Payments of Letters of Credit. Borrowers Borrower hereby promise promises to pay to Lender, ON DEMAND and in United States Dollars, the following which are herein collectively referred to as the “Current Letter of Credit Obligations”:
(a) the amount which Lender has paid or will be required to pay under each draft or draw on a Letter of Credit, whether such demand be in advance of Lender’s payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which Lender may pay or incur relative to the Letter of Credit and/or such draws or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by Borrowers Borrower as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at the Post-Default Rate. In addition, Borrowers Borrower hereby promise promises to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of Borrowers Borrower to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any Borrower or any other account party may have or have had against the beneficiary of such Letter of Credit, Lender, or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not Lender had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrowers Borrower for any Letter of Credit Obligations, in bankruptcy or otherwise; provided, however, that Borrowers Borrower shall not be obligated to reimburse Lender for any wrongful payment under such Letter of Credit made as a result of Lender’s gross negligence or willful misconduct. The obligation of Borrowers Borrower to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by Lender or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s property, all as though such payments had not been made.
Appears in 1 contract
Samples: Financing and Security Agreement (Liquidity Services Inc)
Payments of Letters of Credit. Borrowers The Borrower hereby promise promises to pay to the Lender, ON DEMAND and in United States Dollars, the following which are herein collectively referred to as the “"Current Letter of Credit Obligations”":
(a) the amount which the Lender has paid or will be required to pay under each draft or draw on a Letter of Credit, whether such demand be in advance of the Lender’s 's payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which the Lender may pay or incur relative to the Letter of Credit and/or such draws or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by Borrowers the Borrower as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at the Post-Default Raterate per annum stated in the Letter of Credit Note. In addition, Borrowers the Borrower hereby promise promises to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement Agreement, the Letter of Credit Note and the Letter of Credit Agreements. The obligation of Borrowers the Borrower to pay the Current Letter of Credit Obligations and all other Letter of Credit Obligations, with interest, shall be evidenced by a promissory note (as from time to time extended, amended, restated, supplemented or otherwise modified, the "Letter of Credit Note") substantially in the form of EXHIBIT B-2 attached hereto and made a part hereof, with appropriate insertions. The Letter of Credit Note shall be dated as of the Closing Date, shall be payable to the order of the Lender at the times provided in the Letter of Credit Note, and shall be in the principal amount of the Letter of Credit Committed Amount. The Lender is authorized to deduct any payment due under the Letter of Credit Note from the Borrower's account #00000000079225641 issued by the Lender, on or after the date the payment is due. The obligation of the Borrower to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any the Borrower or any other account party may have or have had against the beneficiary of such Letter of Credit, the Lender, or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not the Lender had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrowers the Borrower for any Letter of Credit Obligations, in bankruptcy or otherwise; providedPROVIDED, howeverHOWEVER, that Borrowers the Borrower shall not be obligated to reimburse the Lender for any wrongful payment under such Letter of Credit made as a result of the Lender’s 's willful misconduct or gross negligence or willful misconductnegligence. The obligation of Borrowers the Borrower to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by the Lender or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s 's property, all as though such payments had not been made.
Appears in 1 contract
Samples: Financing and Security Agreement (Pec Solutions Inc)
Payments of Letters of Credit. Borrowers The Borrower hereby promise promises to pay to the Lender, ON DEMAND and in United States Dollars, the following which are herein collectively referred to as the “Current Letter of Credit Obligations”:
(a) the amount which the Lender has paid or will be required to pay under each draft or draw on a Letter of Credit, whether such demand be in advance of the Lender’s payment or for reimbursement for such payment;
(b) any and all reasonable charges and expenses which the Lender may pay or incur relative to the Letter of Credit and/or such draws or drafts; and
(c) interest on the amounts described in (a) and (b) not paid by Borrowers the Borrower as and when due and payable under the provisions of (a) and (b) above from the day the same are due and payable until paid in full at the Post-Default Rate. In addition, Borrowers the Borrower hereby promise promises to pay any and all other Letter of Credit Obligations as and when due and payable in accordance with the provisions of this Agreement and the Letter of Credit Agreements. The obligation of Borrowers the Borrower to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any the Borrower or any other account party may have or have had against the beneficiary of such Letter of Credit, the Lender, or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not the Lender had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefore or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any Letter of Credit Obligations, in bankruptcy or otherwise; provided, however, that the Borrower shall not be obligated to reimburse the Lender for any wrongful payment under such Letter of Credit made as a result of the Lender ‘s willful misconduct. The obligation of the Borrower to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by the Lender or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefore or right of offset with respect thereto. The obligation of the Borrower to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any other account party may have or have had against the beneficiary of such Letter of Credit, the Lender, or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not the Lender had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrowers the Borrower for any Letter of Credit Obligations, in bankruptcy or otherwise; provided, however, that Borrowers the Borrower shall not be obligated to reimburse the Lender for any wrongful payment under such Letter of Credit made as a result of the Lender’s willful misconduct or gross negligence or willful misconductnegligence. The obligation of Borrowers the Borrower to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by the Lender or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person’s property, all as though such payments had not been made.
Appears in 1 contract
Samples: Financing and Security Agreement (Pec Solutions Inc)
