Reimbursement; Participations. If German Issuing Bank honors any request for payment under a German Letter of Credit, the German Borrower shall pay to German Issuing Bank, on the same day (“German Reimbursement Date”), the amount paid by German Issuing Bank under such German Letter of Credit in the same currency in which the Letter of Credit was denominated unless otherwise specified by Agent or German Issuing Bank (at their respective option) that it requires payment in Dollars, British Pounds, Swiss Francs or Euros calculated at the Spot Rate, together with interest at the interest rate for German Base Rate Loans from the German Reimbursement Date until payment by the German Borrower. The obligation of the German Borrower to reimburse German Issuing Bank for any payment made under a German Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any German Letter of Credit or the existence of any claim, setoff, defense or other right that the German Borrower may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing, the German Borrower shall be deemed to have requested a Borrowing of a Term SOFR Revolver Loan (the initial Interest Period of which shall be 30 days commencing on the relevant Reimbursement Date) in an amount necessary to pay all amounts due German Issuing Bank on that German Reimbursement Date and each German Lender agrees to fund its Pro Rata share of such Borrowing whether or not the German Revolver Commitments have terminated, a German Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied. In the event that (i) a drawing denominated in a foreign currency (other than Dollars, British Pounds, Swiss Francs and Euros) (such foreign currency, a “German Reimbursed Foreign Currency”) is to be reimbursed in Dollars, British Pounds, Swiss Francs or Euros pursuant to the first sentence in this Section 2.5.2(a); and (ii) the Dollars, British Pounds, Swiss Francs or Euros amount, as applicable, paid by the German Borrower shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the German Reimbursed Foreign Currency equal to the drawing, the German Borrower agrees, as a separate and independent obligation, to indemnify German Issuing Bank for the loss resulting from its inability on that date to purchase the German Reimbursed Foreign Currency in the full amount of the drawing.
Appears in 1 contract
Reimbursement; Participations. (i) If German the Issuing Bank honors any request for payment under a German U.S. Letter of Credit, the German Borrower U.S. Borrowers shall pay to German the Issuing Bank, on by 2:00 p.m. (New York time) (or such later time as the same day Administrative Agent may agree) within one Business Day following receipt by the Lead Borrower of notice from the relevant Issuing Bank (“German Reimbursement Date”), the amount paid by German the Issuing Bank under such German U.S. Letter of Credit in the same currency in which the Letter of Credit was denominated unless otherwise specified by Agent or German Issuing Bank (at their respective option) that it requires payment in Dollars, British Pounds, Swiss Francs or Euros calculated at the Spot RateCredit, together with interest at the interest rate for German ABR Loans or European Base Rate Loans Loans, as applicable, from the German Reimbursement Date until payment by the German BorrowerU.S. Borrowers. In the case of a U.S. Letter of Credit denominated in an Alternative LC Currency, the Lead Borrower shall reimburse the Issuing Bank in such Alternative LC Currency, unless (A) the Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Lead Borrower shall have notified the Issuing Bank promptly following receipt of the notice of drawing that the Lead Borrower will reimburse the Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a U.S. Letter of Credit denominated in an Alternative LC Currency, the Issuing Bank shall notify the Lead Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. The obligation of the German Borrower U.S. Borrowers to reimburse German the Issuing Bank for any payment made under a German U.S. Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and and, subject to Section 2.05(a)(v), shall be paid without regard to any lack of validity or enforceability of any German U.S. Letter of Credit or the existence of any claim, setoff, defense or other right that the German Borrower U.S. Borrowers may have at any time against the beneficiary. Whether Unless the Lead Borrower notifies the Administrative Agent that it intends to reimburse the Issuing Bank for a drawing under a U.S. Letter of Credit, whether or not Lead Borrower Agent submits a Notice of BorrowingBorrowing Request, the German Borrower U.S. Borrowers shall be deemed to have requested a Borrowing of a Term SOFR Revolver Loan (the initial Interest Period of which shall be 30 days commencing on the relevant Reimbursement Date) ABR Loans or European Base Rate Loans, as applicable, in an amount necessary to pay all amounts (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a U.S. Letter of Credit denominated in an Alternative LC Currency) due German Issuing Bank on that German any Reimbursement Date and each German Lender under the U.S. Tranche agrees to fund its Pro Rata share Percentage of such Borrowing whether or not the German Revolver Commitments have terminated, a German U.S. Overadvance exists or is created thereby, or the conditions in Section 6 4.02 are satisfied. In Upon the event that issuance of a U.S. Letter of Credit, each Lender under the U.S. Tranche shall be deemed to have irrevocably and unconditionally purchased from the Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the U.S. Letter of Credit. If the Issuing Bank makes any payment under a U.S. Letter of Credit and the Borrowers do not reimburse such payment on the Reimbursement Date, the Administrative Agent shall promptly notify the Lenders under the U.S. Tranche and each such Lender shall promptly (within one Business Day) and unconditionally pay to the Administrative Agent, for the benefit of the Issuing Bank, such Lender’s Pro Rata Percentage of such payment, expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative LC Currency.
(i) If the Issuing Bank honors any request for payment under a drawing denominated in a foreign currency U.K. Letter of Credit, the U.K. Borrower shall pay (other than Dollars, British Pounds, Swiss Francs and Euros) (such foreign currency, a “German Reimbursed Foreign Currency”) is or cause to be reimbursed in Dollars, British Pounds, Swiss Francs or Euros pursuant paid) to the first sentence in this Section 2.5.2(a); and Issuing Bank, by 2:00 p.m. Local Time (iior such later time as the Administrative Agent may agree) on the DollarsReimbursement Date, British Poundsthe amount paid by the Issuing Bank under such U.K. Letter of Credit, Swiss Francs together with interest at the interest rate for ABR Loans or Euros amountEuropean Base Rate Loans, as applicable, paid from the Reimbursement Date until payment by (or on behalf of) the German U.K. Borrower. In the case of a U.K. Letter of Credit denominated in an Alternative LC Currency, the U.K. Borrower shall not be adequate on reimburse (or cause the date reimbursement to) the Issuing Bank in such Alternative LC Currency, unless (A) the Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the U.K. Borrower shall have notified the Issuing Bank promptly following receipt of the notice of drawing that payment to purchase the U.K. Borrower will reimburse (or cause the reimbursement to) the Issuing Bank in accordance with normal banking procedures Dollars. In the case of any such reimbursement in an Alternative LC Currency of a sum drawing under a U.K. Letter of Credit denominated in the German Reimbursed Foreign Currency equal to the drawingan Alternative LC Currency, the German Issuing Bank shall notify the Lead Borrower agrees, as a separate and independent obligation, the U.K. Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. The obligation of the U.K. Borrower to indemnify German reimburse (or cause the reimbursement to) the Issuing Bank for any payment made under a U.K. Letter of Credit shall be absolute, unconditional, irrevocable, and, subject to Section 2.05(a)(v), shall be paid without regard to any lack of validity or enforceability of any U.K. Letter of Credit or the loss resulting from its inability on existence of any claim, setoff, defense or other right that date the Borrowers may have at any time against the beneficiary. Unless the U.K. Borrower notifies the Administrative Agent that it intends to purchase reimburse (or cause the German Reimbursed Foreign Currency reimbursement to) the Issuing Bank for a drawing under a U.K. Letter of Credit, whether or not the U.K. Borrower submits a Borrowing Request, the U.K. Borrower shall be deemed to have requested a Borrowing of Eurodollar Loans in an amount necessary to pay all amounts (expressed in Dollars in the full amount of the drawingDollar Equivalent thereof in the case of a U.K. Letter of Credit denominated in an Alternative LC Currency) due Issuing Bank on any Reimbursement Date and each Lender under the U.K. Tranche agrees to fund its Pro Rata Percentage of such Borrowing whether or not the U. K. Revolver Commitments have terminated, a U.K. Overadvance exists or is created thereby, or the conditions in Section 4.02 are satisfied. Upon the issuance of a U.K. Letter of Credit, each Lender under the U.K. Tranche shall be deemed to have irrevocably and unconditionally purchased from the Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all U.K. LC Obligations relating to the U.K. Letter of Credit. If the Issuing Bank makes any payment under a U.K. Letter of Credit and the U.K. Borrower does not reimburse (or cause the reimbursement of) such payment on the Reimbursement Date, the Administrative Agent shall promptly notify the Lenders under the U.K. Tranche and each such Lender shall promptly (within one Business Day) and unconditionally pay to the Administrative Agent, for the benefit of the Issuing Bank, such Lender’s Pro Rata Percentage of such payment, expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a U.K. Letter of Credit denominated in an Alternative LC Currency.
Appears in 1 contract
Reimbursement; Participations. (i) If German the Issuing Bank honors any request for payment under a German U.S. Letter of Credit, the German Borrower U.S. Borrowers shall pay to German the Issuing Bank, on by 2:00 p.m. (New York time) (or such later time as the same day Administrative Agent may agree) within one Business Day following receipt by the Lead Borrower of notice from the relevant Issuing Bank (“German Reimbursement Date”), the amount paid by German the Issuing Bank under such German U.S. Letter of Credit in the same currency in which the Letter of Credit was denominated unless otherwise specified by Agent or German Issuing Bank (at their respective option) that it requires payment in Dollars, British Pounds, Swiss Francs or Euros calculated at the Spot RateCredit, together with interest at the interest rate for German ABR Loans or European Base Rate Loans Loans, as applicable, from the German Reimbursement Date until payment by the German BorrowerU.S. Borrowers. In the case of a U.S. Letter of Credit denominated in an Alternative LC Currency, the Lead Borrower shall reimburse the Issuing Bank in such Alternative LC Currency, unless (A) the Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Lead Borrower shall have notified the Issuing Bank promptly following receipt of the notice of drawing that the Lead Borrower will reimburse the Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a U.S. Letter of Credit denominated in an Alternative LC Currency, the Issuing Bank shall notify the Lead Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. The obligation of the German Borrower U.S. Borrowers to reimburse German the Issuing Bank for any payment made under a German U.S. Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and and, subject to Section 2.05(a)(v), shall be paid without regard to any lack of validity or enforceability of any German U.S. Letter of Credit or the existence of any claim, setoff, defense or other right that the German Borrower U.S. Borrowers may have at any time against the beneficiary. Whether Unless the Lead Borrower notifies the Administrative Agent that it intends to reimburse the Issuing Bank for a drawing under a U.S. Letter of Credit, whether or not Lead Borrower Agent submits a Notice of BorrowingBorrowing Request, the German Borrower U.S. Borrowers shall be deemed to have requested a Borrowing of a Term SOFR Revolver Loan (the initial Interest Period of which shall be 30 days commencing on the relevant Reimbursement Date) ABR Loans or European Base Rate Loans, as applicable, in an amount necessary to pay all amounts (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a U.S. Letter of Credit denominated in an Alternative LC Currency) due German Issuing Bank on that German any Reimbursement Date and each German Lender under the U.S. Tranche agrees to fund its Pro Rata share Percentage of such Borrowing whether or not the German Revolver Commitments have terminated, a German U.S. Overadvance exists or is created thereby, or the conditions in Section 6 4.02 are satisfied. In Upon the event that issuance of a U.S. Letter of Credit, each Lender under the U.S. Tranche shall be deemed to have irrevocably and unconditionally purchased from the Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the U.S. Letter of Credit. If the Issuing Bank makes any payment under a U.S. Letter of Credit and the Borrowers do not reimburse such payment on the Reimbursement Date, the Administrative Agent shall promptly notify the Lenders under the U.S. Tranche and each such Lender shall promptly (iwithin one Business Day) and unconditionally pay to the Administrative Agent, for the benefit of the Issuing Bank, such Lender’s Pro Rata Percentage of such payment, expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a drawing Letter of Credit denominated in a foreign currency (other than Dollars, British Pounds, Swiss Francs and Euros) (such foreign currency, a “German Reimbursed Foreign an Alternative LC Currency”) is to be reimbursed in Dollars, British Pounds, Swiss Francs or Euros pursuant to the first sentence in this Section 2.5.2(a); and .
(ii) If the DollarsIssuing Bank honors any request for payment under a U.K. Letter of Credit, British Poundsthe U.K. Borrower shall pay (or cause to be paid) to the Issuing Bank, Swiss Francs by 2:00 p.m. Local Time (or Euros amountsuch later time as the Administrative Agent may agree) on the Reimbursement Date, the amount paid by the Issuing Bank under such U.K. Letter of Credit, together with interest at the interest rate for ABR Loans or European Base Rate Loans, as applicable, from the Reimbursement Date until payment by (or on behalf of) the U.K. Borrower. In the case of a U.K. Letter of Credit denominated in an Alternative LC Currency, the U.K. Borrower shall reimburse (or cause the reimbursement to) the Issuing Bank in such Alternative LC Currency, unless (A) the Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the U.K. Borrower shall have notified the Issuing Bank promptly following receipt of the notice of drawing that the U.K. Borrower will reimburse (or cause the reimbursement to) the Issuing Bank in Dollars. In the case of any such reimbursement in an Alternative LC Currency of a drawing under a U.K. Letter of Credit denominated in an Alternative LC Currency, the Issuing Bank shall notify the Lead Borrower and the U.K. Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. The obligation of the U.K. Borrower to reimburse (or cause the reimbursement to) the Issuing Bank for any payment made under a U.K. Letter of Credit shall be absolute, unconditional, irrevocable, and, subject to Section 2.05(a)(v), shall be paid without regard to any lack of validity or enforceability of any U.K. Letter of Credit or the existence of any claim, setoff, defense or other right that the Borrowers may have at any time against the beneficiary. Unless the U.K. Borrower notifies the Administrative Agent that it intends to reimburse (or cause the reimbursement to) the Issuing Bank for a drawing under a U.K. Letter of Credit, whether or not the U.K. Borrower submits a Borrowing Request, the U.K. Borrower shall be deemed to have requested a Borrowing of Eurodollar Loans in an amount necessary to pay all amounts (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a U.K. Letter of Credit denominated in an Alternative LC Currency) due Issuing Bank on any Reimbursement Date and each Lender under the U.K. Tranche agrees to fund its Pro Rata Percentage of such Borrowing whether or not the U. K. Revolver Commitments have terminated, a U.K. Overadvance exists or is created thereby, or the conditions in Section 4.02 are satisfied. Upon the issuance of a U.K. Letter of Credit, each Lender under the U.K. Tranche shall be deemed to have irrevocably and unconditionally purchased from the Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all U.K. LC Obligations relating to the U.K. Letter of Credit. If the Issuing Bank makes any payment under a U.K. Letter of Credit and the U.K. Borrower does not reimburse (or cause the reimbursement of) such payment on the Reimbursement Date, the Administrative Agent shall promptly notify the Lenders under the U.K. Tranche and each such Lender shall promptly (within one Business Day) and unconditionally pay to the Administrative Agent, for the benefit of the Issuing Bank, such Lender’s Pro Rata Percentage of such payment, expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a U.K. Letter of Credit denominated in an Alternative LC Currency.
(iii) The obligation of each Lender under any Tranche to make payments to the Administrative Agent for the account of the Issuing Bank, in Dollars, in connection with the Issuing Bank’s payment under a Letter of Credit for dollar-denominated payments shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of: any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or the existence of any setoff or defense that any Loan Party may have with respect to any Obligations. The Issuing Bank does not assume any responsibility for any failure or delay in performance or any breach by any Borrower or other Person of any obligations under any LC Documents. The Issuing Bank does not make to the German Borrower Lenders any express or implied warranty, representation or guaranty with respect to the Collateral, LC Documents or any Loan Party. The Issuing Bank shall not be adequate on responsible to any Lender for: any recitals, statements, information, representations or warranties contained in, or for the date execution, validity, genuineness, effectiveness or enforceability of that payment any LC Documents; the validity, genuineness, enforceability, collectability, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Loan Party.
(iv) No Issuing Bank shall be liable to purchase any Lender or other Person for any action taken or omitted to be taken in accordance connection with normal banking procedures a sum denominated in the German Reimbursed Foreign Currency equal to the drawing, the German Borrower agrees, any LC Documents except as a separate and independent obligationresult of its actual gross negligence, to indemnify German bad faith or willful misconduct. The Issuing Bank for shall not have any liability to any Lender if the loss resulting Issuing Bank refrains from its inability on that date to purchase the German Reimbursed Foreign Currency in the full amount any action under any Letter of the drawingCredit or LC Documents until it receives written instructions from Required Lenders.
Appears in 1 contract
Reimbursement; Participations. If German Issuing Bank honors any request for payment under a German Letter of Credit, the German Borrower shall pay to German Issuing Bank, on the same day (“German Reimbursement Date”), the amount paid by German Issuing Bank under such German Letter of Credit in the same currency in which the Letter of Credit was denominated unless otherwise specified by Agent or German Issuing Bank (at their respective option) that it requires payment in Dollars, British Pounds, Swiss Francs or Euros calculated at the Spot Rate, together with interest at the interest rate for German Base Rate Loans from the German Reimbursement Date until payment by the German Borrower. The obligation of the German Borrower to reimburse German Issuing Bank for any payment made under a German Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any German Letter of Credit or the existence of any claim, setoff, defense or other right that the German Borrower may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing, the German Borrower shall be deemed to have requested a Borrowing of a Term SOFR Revolver Loan (the initial Interest Period of which shall be 30 days daysone month commencing on the relevant Reimbursement Date) in an amount necessary to pay all amounts due German Issuing Bank on that German Reimbursement Date and each German Lender agrees to fund its Pro Rata share of such Borrowing whether or not the German Revolver Commitments have terminated, a German Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied. In the event that (i) a drawing denominated in a foreign currency (other than Dollars, British Pounds, Swiss Francs and Euros) (such foreign currency, a “German Reimbursed Foreign Currency”) is to be reimbursed in Dollars, British Pounds, Swiss Francs or Euros pursuant to the first sentence in this Section 2.5.2(a); and (ii) the Dollars, British Pounds, Swiss Francs or Euros amount, as applicable, paid by the German Borrower shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the German Reimbursed Foreign Currency equal to the drawing, the German Borrower agrees, as a separate and independent obligation, to indemnify German Issuing Bank for the loss resulting from its inability on that date to purchase the German Reimbursed Foreign Currency in the full amount of the drawing.
Appears in 1 contract
Samples: Loan and Security Agreement (Topgolf Callaway Brands Corp.)
Reimbursement; Participations. (1) If German U.K./Dutch Issuing Bank honors any request for payment under a German U.K./Dutch Letter of Credit, the German Borrower U.K./Dutch Borrowers shall pay to German U.K./Dutch Issuing Bank, on the same day (“German U.K./Dutch Reimbursement Date”), the amount paid by German U.K./Dutch Issuing Bank under such German U.K./Dutch Letter of Credit in the same currency in which the Letter of Credit was denominated unless otherwise specified by Agent or German U.K./Dutch Issuing Bank (at their respective option) that it requires payment in Dollars, British Pounds, Swiss Francs Pounds or Euros calculated at the Spot Rate, together with interest at the interest rate for German U.K./Dutch Base Rate Loans from the German U.K./Dutch Reimbursement Date until payment by the German BorrowerU.K./Dutch Borrowers. The obligation of the German Borrower U.K./Dutch Borrowers to reimburse German U.K./Dutch Issuing Bank for any payment made under a German U.K./Dutch Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any German U.K./Dutch Letter of Credit or the existence of any claim, setoff, defense or other right that the German Borrower U.K./Dutch Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing, the German Borrower U.K./Dutch Borrowers shall be deemed to have requested a Borrowing of a Term SOFR Revolver Loan (the initial Interest Period of which shall be 30 days commencing on the relevant Reimbursement Date) in an amount necessary to pay all amounts due German U.K./Dutch Issuing Bank on that German U.K./Dutch Reimbursement Date and each German U.K./Dutch Lender agrees to fund its Pro Rata share of such Borrowing whether or not the German U.K./Dutch Revolver Commitments have terminated, a German U.K./Dutch Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied. In the event that (i) a drawing denominated in a foreign currency (other than Dollars, British Pounds, Swiss Francs Pounds and Euros) (such foreign currency, a “German U.K. Reimbursed Foreign Currency”) is to be reimbursed in Dollars, British Pounds, Swiss Francs Pounds or Euros pursuant to the first sentence in this Section 2.5.2(a2.2.2(a); and (ii) the Dollars, British Pounds, Swiss Francs Pounds or Euros amount, as applicable, paid by the German Borrower U.K./Dutch Borrowers shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the German U.K. Reimbursed Foreign Currency equal to the drawing, the German Borrower agreesU.K./Dutch Borrowers agree, as a separate and independent obligation, to indemnify German U.K./Dutch Issuing Bank for the loss resulting from its inability on that date to purchase the German U.K. Reimbursed Foreign Currency in the full amount of the drawing.
(2) Upon issuance of a U.K./Dutch Letter of Credit, each U.K./Dutch Lender shall be deemed to have irrevocably and unconditionally purchased from U.K./Dutch Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all U.K./Dutch LC Obligations relating to the U.K./Dutch Letter of Credit. If U.K./Dutch Issuing Bank makes any payment under a U.K./Dutch Letter of Credit and the U.K./Dutch Borrowers do not reimburse such payment on the U.K./Dutch Reimbursement Date, Agent shall promptly notify U.K./Dutch Lenders and each U.K./Dutch Lender shall promptly (within one Business Day) and unconditionally pay to Agent, for the benefit of U.K./Dutch Issuing Bank, the U.K./Dutch Lender’s Pro Rata share of such payment in the same currency as required of the U.K./Dutch Borrowers in accordance with Section 2.2.2(a). Upon request by a U.K./Dutch Lender, U.K./Dutch Issuing Bank shall furnish copies of any U.K./Dutch Letters of Credit and LC Documents in its possession at such time.
(3) The obligation of each U.K./Dutch Lender to make payments to Agent for the account of U.K./Dutch Issuing Bank in connection with U.K./Dutch Issuing Bank’s payment under a U.K./Dutch Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented DB1/ 136236807.8 under a U.K./Dutch Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or the existence of any setoff or defense that any Obligor may have with respect to any Obligations. U.K./Dutch Issuing Bank does not assume any responsibility for any failure or delay in performance or any breach by the U.K./Dutch Borrowers or other Person of any obligations under any LC Documents. U.K./Dutch Issuing Bank does not make to Lenders any express or implied warranty, representation or guaranty with respect to the Collateral, LC Documents or any Obligor. U.K./Dutch Issuing Bank shall not be responsible to any Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any LC Documents; the validity, genuineness, enforceability, collectibility, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor.
(4) No Issuing Bank Indemnitee shall be liable to any Lender or other Person for any action taken or omitted to be taken in connection with any LC Documents except as a result of its actual gross negligence or willful misconduct. U.K./Dutch Issuing Bank shall not have any liability to any Lender if U.K./Dutch Issuing Bank refrains from any action under a Letter of Credit or LC Documents until it receives written instructions from U.K./Dutch Required Lenders.
Appears in 1 contract