Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit. (b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto. (c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees. (d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 8 contracts
Samples: Credit Agreement (Accolade, Inc.), Credit Agreement (Accolade, Inc.), Revolving Credit Agreement (2U, Inc.)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the BorrowerBorrowers, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Borrowers or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower Borrowers or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s Borrowers’ creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 6 contracts
Samples: Credit Agreement (Multimedia Games Holding Company, Inc.), Credit Agreement (National Technical Systems Inc /Ca/), Credit Agreement (Sterling Construction Co Inc)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the BorrowerBorrowers, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Borrowers or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower Borrowers or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s Borrowers’ creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 5 contracts
Samples: Revolving Credit and Term Loan Agreement (Archaea Energy Inc.), Credit Agreement (Archaea Energy Inc.), Revolving Credit and Term Loan Agreement (Archaea Energy Inc.)
Risk Under Letters of Credit. (ai) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, the Issuing Lender Bank shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(bii) Subject to other terms and conditions of this Agreement, the Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with the Issuing LenderBank’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, the Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by the Issuing Lender Bank with due care and the Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which the Issuing Lender Bank believes to be authentic. The Issuing Lender Bank will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(ciii) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, the Issuing Lender Bank makes no representation and shall have no responsibility with respect to (iA) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (iiB) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iiiC) any failure or delay in exercising any rights or powers possessed by the Issuing Lender Bank in its capacity as issuer of Letters of Credit in the absence of its gross negligence negligence, bad faith or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of the Issuing Lender Bank or the Issuing LenderBank’s officers, agents and employees.
(div) If at any time the Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Administrative Agent or the Issuing LenderBank, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Administrative Agent, for redistribution in accordance with this Agreement.
Appears in 5 contracts
Samples: Credit Agreement (Callon Petroleum Co), Credit Agreement (Callon Petroleum Co), Credit Agreement (Callon Petroleum Co)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 4 contracts
Samples: Credit Agreement (Universal Truckload Services, Inc.), Revolving Credit and Term Loan Agreement (Universal Truckload Services, Inc.), Revolving Credit and Term Loan Agreement (LINC Logistics Co)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Bank shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing LenderBank’s regularly established practices and procedures and and, except pursuant to Section 12.3 hereof, Issuing Bank will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Bank with due care and Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the BorrowerCompany, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Bank believes to be authentic. Issuing Lender Bank will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents Agreements, Letters of Credit and documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Bank makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Company or any Account Party or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of of, Company, the Borrower applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Bank in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges that it has they have made and will continue to make its their own evaluations of Company’s and the Borrower’s Account Parties’ creditworthiness without reliance on any representation of Issuing Lender Bank or Issuing LenderBank’s officers, agents and employees.
(d) If at any time Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, Bank shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit LenderBank’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit LenderBank’s Percentage of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the AgentIssuing Bank, for redistribution in accordance with this Agreement.
Appears in 4 contracts
Samples: Credit Agreement (Credit Acceptance Corp), Credit Agreement (Credit Acceptance Corp), Credit Agreement (Credit Acceptance Corp)
Risk Under Letters of Credit. (ai) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, the Issuing Lender Banks shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(bii) Subject to other terms and conditions of this Agreement, each Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the applicable Letters of Credit in accordance with such Issuing LenderBank’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, each Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by such Issuing Lender Bank with due care and such Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which such Issuing Lender Bank believes to be authentic. Each Issuing Lender Bank will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(ciii) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, the Issuing Lender makes Banks make no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by any Issuing Lender Bank in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of any Issuing Lender Bank or any Issuing LenderBank’s officers, agents and employees.
(div) If at any time any Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Administrative Agent or such Issuing LenderBank, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Administrative Agent, for redistribution in accordance with this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (PDC Energy, Inc.), Credit Agreement (Bonanza Creek Energy, Inc.), Credit Agreement (PDC Energy, Inc.)
Risk Under Letters of Credit. (ai) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, the Issuing Lender Bank shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(bii) Subject to other terms and conditions of this Agreement, the Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with the Issuing LenderBank’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, the Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by the Issuing Lender Bank with due care and the Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which the Issuing Lender Bank believes to be authentic. The Issuing Lender Bank will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(ciii) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, the Issuing Lender Bank makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by the Issuing Lender Bank in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of the Issuing Lender Bank or the Issuing LenderBank’s officers, agents and employees.
(div) If at any time the Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Administrative Agent or the Issuing LenderBank, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Administrative Agent, for redistribution in accordance with this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Callon Petroleum Co), Credit Agreement (RSP Permian, Inc.), Credit Agreement (RSP Permian, Inc.)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and will have no further obligation (in the absence of gross negligence or willful misconduct) with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 3 contracts
Samples: Revolving Credit and Term Loan Agreement (Quinstreet, Inc), Revolving Credit and Term Loan Agreement (Quinstreet, Inc), Revolving Credit and Term Loan Agreement (Quinstreet, Inc)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Bank shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Bank's regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Bank with due care and Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the BorrowerCompany, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Bank believes to be authentic. Issuing Lender Bank will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Bank makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Company or any Account Party or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of of, the Borrower Company, the applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Bank in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s Company's and the Account Parties' creditworthiness without reliance on any representation of Issuing Lender Bank or Issuing Lender’s Bank's officers, agents and employees.
(d) If at any time Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Administrative Agent or Issuing LenderBank, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit Lender’s Bank's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Bank's Percentage of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Administrative Agent, for redistribution in accordance with this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Aspect Communications Corp), Credit Agreement (Aspect Communications Corp)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the BorrowerBorrowers, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Borrowers or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower Borrowers or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness of the Credit Parties without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (PMFG, Inc.), Revolving Credit and Term Loan Agreement (Peerless Manufacturing Co)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Agent shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Agent shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Agent's regularly established practices and procedures and and, except pursuant to Section 12.5 hereof, Agent will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Agent shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Agent with due care and Issuing Lender Agent may rely upon any notice, communication, certificate or other statement from the BorrowerBorrowers, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Agent believes to be authentic. Issuing Lender Agent will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Agent makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Borrowers or any Account Party or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of of, the Borrower Borrowers, the applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Agent in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s Borrowers' and the Account Parties' creditworthiness without reliance on any representation of Issuing Lender Agent or Issuing Lender’s Agent's officers, agents and employees.
(d) If at any time Issuing Lender Agent shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit Lender’s Bank's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Bank's Percentage of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Autocam Corp/Mi), Revolving Credit and Term Loan Agreement (Autocam Corp/Mi)
Risk Under Letters of Credit. (a1) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b2) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers app raisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c3) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful wilful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.
(d4) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Dragonwave Inc), Revolving Credit Agreement (Dragonwave Inc)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s 's regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the BorrowerBorrowers, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Borrowers or any Account Party or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of of, the Borrower Borrowers, the applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s Borrowers' and the Account Parties' creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s 's officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s 's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s 's Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Plastipak Holdings Inc), Revolving Credit Agreement (Plastipak Holdings Inc)
Risk Under Letters of Credit. (ai) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, the Issuing Lender Banks shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(bii) Subject to other terms and conditions of this Agreement, each Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the applicable Letters of Credit in accordance with such Issuing LenderBank’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, each Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by such Issuing Lender Bank with due care and such Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which such Issuing Lender Bank believes to be authentic. Each Issuing Lender Bank will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(ciii) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, the Issuing Lender makes Banks make no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by any Issuing Lender Bank in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of any Issuing Lender Bank or any Issuing LenderBank’s officers, agents and employees.
(div) If at any time any Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Administrative Agent or such Issuing LenderBank, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit LenderLxxxxx’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Administrative Agent, for redistribution in accordance with this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Civitas Resources, Inc.), Credit Agreement (Civitas Resources, Inc.)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Bank shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Bank's regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Bank with due care and Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the BorrowerCompany, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Bank believes to be authentic. Issuing Lender Bank will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Bank makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Company or any Account Party or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of of, the Borrower Company, the applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Bank in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s Company's and the Account Parties' creditworthiness without reliance on any representation of Issuing Lender Bank or Issuing Lender’s Bank's officers, agents and employees.
(d) If at any time Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing LenderBank, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit Lender’s Bank's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Bank's Percentage of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (MSC Software Corp), Revolving Credit Agreement (Quanex Corp)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Bank shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing LenderBank’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Bank with due care and Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the BorrowerCompany, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Bank believes to be authentic. Issuing Lender Bank will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Bank makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Company or any Account Party or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of of, the Borrower Company, the applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Bank in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges that it has made and will continue to make its own evaluations of the BorrowerCompany’s and the Account Parties’ creditworthiness without reliance on any representation of Issuing Lender Bank or Issuing LenderBank’s officers, agents and employees.
(d) If at any time Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing LenderBank, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit LenderBank’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit LenderBank’s Percentage of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Quantum Fuel Systems Technologies Worldwide Inc), Credit Agreement (Quantum Fuel Systems Technologies Worldwide Inc)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the out-of-pocket costs of such recovery, including court costs and reasonable and invoiced outside attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Montauk Renewables, Inc.), Revolving Credit and Term Loan Agreement (Montauk Renewables, Inc.)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefortherefore, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the Borrower, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or any Account Party or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of of, the Borrower Borrower, the applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s and the Account Parties’ creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Noble International, Ltd.), Credit Agreement (Noble International, Ltd.)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Agent shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Agent shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Agent's regularly established practices and procedures and and, except pursuant to Section 12.3 hereof, Agent will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Agent shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Agent with due care and Issuing Lender Agent may rely upon any notice, communication, certificate or other statement from the BorrowerCompany, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Agent believes to be authentic. Issuing Lender Agent will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents Agreements, Letters of Credit and documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Agent makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Company or any Account Party or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of of, Company, the Borrower applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Agent in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges that it has they have made and will continue to make its their own evaluations of Company's and the Borrower’s Account Parties' creditworthiness without reliance on any representation of Issuing Lender Agent or Issuing Lender’s Agent's officers, agents and employees.
(d) If at any time Issuing Lender Agent shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit Lender’s Bank's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Bank's Percentage of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Credit Acceptance Corporation), Credit Agreement (Credit Acceptance Corporation)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the any Borrower, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Borrowers or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the any Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s Borrowers’ creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Administrative Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Revolving Credit Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Administrative Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Revolving and Term Loan Credit Agreement (American Midstream Partners, LP)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, and notwithstanding the granting of risk participation hereunder, the Issuing Lender Bank shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Bank's regularly established practices and procedures and and, Issuing Bank will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Bank with due care and Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the BorrowerCompany, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Bank believes to be authentic. Issuing Lender Bank, will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents Agreements, Letters of Credit and documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Bank makes no representation and shall shall, subject to Section 3.7 hereof, have no responsibility with respect to (i) the obligations of the Borrower Company or any Account Party or, the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of Company, the Borrower applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Bank in its capacity as issuer of Letters of Credit Credit, in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges acknowledge that it has they have made and will continue to make its their own evaluations of the Borrower’s Company's creditworthiness without reliance on any representation of Issuing Lender Bank or Issuing Lender’s Bank's officers, agents and employees.
(d) If at any time Agent or the Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or the Issuing LenderBank, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages Percentage interests therein and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit Lender’s Bank's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Bank's Percentage share of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Administrative Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Revolving Credit Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Administrative Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing LenderLxxxxx’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the BorrowerBorrowers, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Lxxxxx believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Borrowers or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower Borrowers or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s Borrowers’ creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Warby Parker Inc.)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts counsel selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the BorrowerBorrowers, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Borrowers or any Account Party or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of of, the Borrower Borrowers, the applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the BorrowerBorrowers’s and the Account Parties’ creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Revolving Credit Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Capital Automotive Reit)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, US Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the US Letters of Credit and the Canadian Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Canadian Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, (i) US Issuing Lender shall issue the US Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the US Letters of Credit in accordance with US Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of US Letters of Credit, US Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by US Issuing Lender with due care and US Issuing Lender may rely upon any notice, communication, certificate or other statement from the BorrowerUS Borrowers, beneficiaries of US Letters of Credit, or any other Person which US Issuing Lender believes to be authentic. US Issuing Lender will, upon request, furnish the US Revolving Credit Lenders with copies of the applicable Letter of Credit Documents related thereto; and (ii) Canadian Issuing Lender shall issue the Canadian Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Canadian Letters of Credit in accordance with Canadian Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Canadian Letters of Credit, Canadian Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Canadian Issuing Lender with due care and Canadian Issuing Lender may rely upon any notice, communication, certificate or other statement from the Canadian Borrower, beneficiaries of Canadian Letters of Credit, or any other Person which Canadian Issuing Lender believes to be authentic. Canadian Issuing Lender will, upon request, furnish the Canadian Revolving Credit Lenders with copies of the applicable Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of US Letters of Credit and the Canadian Letters of Credit and the assignments hereunder, US Issuing Lender makes and Canadian Issuing Lender make no representation and shall have no responsibility with respect to (i) the obligations of the Borrower applicable Borrower(s) or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower applicable Borrower(s) or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by the applicable Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s applicable Borrower(s)’ creditworthiness without reliance on any representation of such Issuing Lender or such Issuing Lender’s officers, agents and employees.
(d) If at any time (i) US Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a US Letter of Credit, or any interest thereon, the US Agent or US Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the US Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each US Revolving Credit Lender its share thereof, less such US Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any US Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such US Revolving Credit Lender’s Percentage of such payment, such US Revolving Credit Lender will promptly pay over such excess to the US Agent, for redistribution in accordance with this Agreement; and (ii) Canadian Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Canadian Letter of Credit, or any interest thereon, the Canadian Agent or Canadian Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Canadian Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Canadian Revolving Credit Lender its share thereof, less such Canadian Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Canadian Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Canadian Revolving Credit Lender’s Percentage of such payment, such Canadian Revolving Credit Lender will promptly pay over such excess to the Canadian Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s 's regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the BorrowerBorrowers, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Borrowers or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower Borrowers or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s Borrowers' creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s 's officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s 's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s 's Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Bridgepoint Education Inc)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the BorrowerBorrowers, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Borrowers or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower Borrowers or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s Borrowers’ creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any any
(e) such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Obagi Medical Products, Inc.)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s 's regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit INCLUDING, WITHOUT LIMITATION, LOSSES, COSTS, DAMAGES, LIABILITIES AND EXPENSES IN ANY WAY OR TO THE EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ISSUING LENDER, in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s 's creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s 's officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s 's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s 's Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Englobal Corp)
Risk Under Letters of Credit. (ai) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, the Issuing Lender Banks shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(bii) Subject to other terms and conditions of this Agreement, each Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the applicable Letters of Credit in accordance with such Issuing LenderBank’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, each Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by such Issuing Lender Bank with due care and such Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which such Issuing Lender Bank believes to be authentic. Each Issuing Lender Bank will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(ciii) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, the Issuing Lender makes Banks make no representation and shall have no responsibility with respect to (iA) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (iiB) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iiiC) any failure or delay in exercising any rights or powers possessed by any Issuing Lender Bank in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of any Issuing Lender Bank or any Issuing LenderBank’s officers, agents and employees.
(div) If at any time any Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Administrative Agent or such Issuing LenderBank, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit LenderXxxxxx’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Administrative Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Credit Agreement (PDC Energy, Inc.)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, and notwithstanding the granting of risk participation hereunder, the Issuing Lender Agent shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Agent shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Agent's regularly established practices and procedures and and, Issuing Agent will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Agent shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Agent with due care and Issuing Lender Agent may rely upon any notice, communication, certificate or other statement from the BorrowerCompany, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Agent believes to be authentic. Issuing Lender Agent, will, upon request, furnish the Revolving Credit relevant Lenders with copies of Letter of Credit Documents Agreements, Letters of Credit and documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Agent makes no representation and shall shall, subject to Section 3.7 hereof, have no responsibility with respect to (i) the obligations of the Borrower Company or any Account Party or, the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of Company, the Borrower applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Agent in its capacity as issuer of Letters of Credit Credit, in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges acknowledge that it has they have made and will continue to make its their own evaluations of the Borrower’s Company's creditworthiness without reliance on any representation of Issuing Lender Agent or Issuing Lender’s Agent's officers, agents and employees.
(d) If at any time Agent or the Issuing Lender Agent shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or the Issuing LenderAgent, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit --- ---- relevant Lenders in accordance with their respective Percentages Percentage interests therein and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s 's pro rata share of the costs of such recovery, including court costs and reasonable attorney’s 's fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s 's Percentage share of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In assigning and the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Agent shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Agent shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Agent's regularly established practices and procedures and and, except pursuant to Section 13.3 hereof, Agent will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Agent shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Agent with due care and Issuing Lender Agent may rely upon any notice, communication, certificate or other statement from the BorrowerCompany, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Agent believes to be authentic. Issuing Lender Agent will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents Agreements, Letters of Credit and documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Agent makes no representation and shall shall, subject to Section 3.7 hereof, have no responsibility with respect to (i) the obligations of the Borrower Company or any Account Party or, the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of Company, the Borrower applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Agent in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges acknowledge that it has they have made and will continue to make its their own evaluations of Company's and the Borrower’s Account Parties' creditworthiness without reliance on any representation of Issuing Lender Agent or Issuing Lender’s Agent's officers, agents and employees.
(d) If at any time Issuing Lender Agent shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages Percentage interests therein and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit Lender’s Bank's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Bank's Percentage share of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Mce Companies Inc)
Risk Under Letters of Credit. (a) In the administration issuance and the handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Agent shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Agent shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Agent's regularly established practices and procedures and and, except pursuant to Section 13.3 hereof, Agent will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Agent shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Agent with due care and Issuing Lender Agent may rely upon any notice, communication, certificate or other statement from the BorrowerCompany, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Agent believes to be authentic. Issuing Lender Agent will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents Agreements, Letters of Credit and documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Agent makes no representation and shall shall, subject to Section 3.7 hereof, have no responsibility with respect to (i) the obligations of the Borrower Company or any Account Party or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of Company, the Borrower applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Agent in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges that it has they have made and will continue to make its their own evaluations of Company's and the Borrower’s Account Parties' creditworthiness without reliance on any representation of Issuing Lender Agent or Issuing Lender’s Agent's officers, agents and employees.
(d) If at any time Issuing Lender Agent shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages Percentage interests therein and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.such
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Bank shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this AgreementAgreement and the provisions of applicable law, Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing LenderBank’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care Bank and Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the BorrowerBorrowers, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Bank believes to be authentic. Issuing Lender Bank will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Bank makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Borrowers or any Account Party or any one of them or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower of, Borrowers, any applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Bank in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges that it has made and will continue to make its own evaluations of Borrowers’ and the BorrowerAccount Party’s creditworthiness without reliance on any representation of Issuing Lender Bank or Issuing LenderBank’s officers, agents and employees.
(d) If at any time Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing LenderBank, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit LenderBank’s pro rata share of the costs of such recovery, including court costs and reasonable attorney’s fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit LenderBank’s Percentage of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Agent shall have the sole right right, in its discretion, to take or refrain from taking any and all actions under or upon the Letters of Credit.
(ba) Subject to other terms and conditions of this Agreement, Issuing Lender Agent shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Agent's regularly established practices and procedures and Agent will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Agent shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers appraiser or other experts selected by Issuing Lender with due care Agent and Issuing Lender Agent may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Agent believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Agent makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or any other Person or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of of, the Borrower Borrower, or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Agent in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s 's creditworthiness without reliance on any representation of Issuing Lender Agent or Issuing Lender’s Agent's officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Bank shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Bank's regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Bank with due care and Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the BorrowerBorrowers, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Bank believes to be authentic. Issuing Lender Bank will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Bank makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Borrowers or any Account Party or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of of, the Borrower Borrowers, the applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Bank in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s Borrowers's and the Account Parties' creditworthiness without reliance on any representation of Issuing Lender Bank or Issuing Lender’s Bank's officers, agents and employees.
(d) If at any time Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing LenderBank, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit Lender’s Bank's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Bank's Percentage of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Saturn Electronics & Engineering Inc)
Risk Under Letters of Credit. (ai) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Agent shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(bii) Subject to other terms and conditions of this Agreement, Issuing Lender Agent shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Agent's regularly established practices and procedures and and, except pursuant to Section 9.5 hereof, Agent will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Agent shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Agent with due care and Issuing Lender Agent may rely upon any notice, communication, certificate or other statement 29 from the BorrowerAccount Party(ies), beneficiaries of Letters of Credit, or any other Person which Issuing Lender Agent believes to be authentic. Issuing Lender Agent will, upon request, furnish the Revolving Credit Lenders lenders with copies of Letter of Credit Documents related thereto.
(ciii) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Agent makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Account Party(ies) or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of of, the Borrower Account Party(ies) or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Agent in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s Account Party(ies) creditworthiness without reliance on any representation of Issuing Lender Agent or Issuing Lender’s Agent's officers, agents and employees.
(div) If at any time Issuing Lender Agent shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages Percentage and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s Bank's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Bank's Percentage of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Summa Industries)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the any Borrower, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Borrowers or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the any Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s Borrowers’ creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Bank shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Bank's regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Bank with due care and Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the BorrowerCompany, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Bank believes to be authentic. Issuing Lender Bank will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Bank makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Company or any Account Party or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of of, the Borrower Company, the applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Bank in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s Company's and the Account Parties' creditworthiness without reliance on any representation of Issuing Lender Bank or Issuing Lender’s Bank's officers, agents and employees.
(d) If at any time Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing LenderBank, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Revolving Credit Percentages and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit Lender’s Bank's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Bank's Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s 's regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of 45 Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s 's creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s 's officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s 's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s 's Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In assigning and the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Agent shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Agent shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Agent's regularly established practices and procedures and and, except pursuant to Section 14.3 hereof, Agent will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Agent shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Agent with due care and Issuing Lender Agent may rely upon any notice, communication, certificate or other statement from the BorrowerCompany, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Agent believes to be authentic. Issuing Lender Agent will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents Agreements, Letters of Credit and documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Agent makes no representation and shall shall, subject to Section 3.7 hereof, have no responsibility with respect to (i) the obligations of the Borrower or Company or, the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower Company or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Agent in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges acknowledge that it has they have made and will continue to make its their own evaluations of the Borrower’s Company's creditworthiness without reliance on any representation of Issuing Lender Agent or Issuing Lender’s Agent's officers, agents and employees.
(d) If at any time Issuing Lender Agent shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages Percentage interests therein and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit Lender’s Bank's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Bank's Percentage share of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and will have no further obligation (in the absence of gross negligence or willful misconduct) with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Neophotonics Corp)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Bank shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing LenderBank’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, the Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Bank with due care and Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the BorrowerBorrowers, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Bank believes in good faith to be authentic. Issuing Lender Bank will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Bank makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Borrowers or any Account Party or any one of them or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of of, Borrowers, the Borrower applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Bank in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges that it has made and will continue to make its own evaluations of the BorrowerBorrowers’ and any Account Party’s creditworthiness without reliance on any representation of Issuing Lender Bank or Issuing LenderBank’s officers, agents and employees.
(d) If at any time Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing LenderBank, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit LenderBank’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit LenderBank’s Percentage of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Staktek Holdings Inc)
Risk Under Letters of Credit. (ai) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, the Issuing Lender Banks shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(bii) Subject to other terms and conditions of this Agreement, each Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the applicable Letters of Credit in accordance with such Issuing LenderBank’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, each Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by such Issuing Lender Bank with due care and such Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which such Issuing Lender Bank believes to be authentic. Each Issuing Lender Bank will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(ciii) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, the Issuing Lender makes Banks make no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by any Issuing Lender Bank in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of any Issuing Lender Bank or any Issuing LenderBank’s officers, agents and employees.
(div) If at any time any Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Administrative Agent or such Issuing LenderBank, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit LenderXxxxxx’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Administrative Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration assigning and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Agent shall (as among Agent and the Banks) have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit; provided, however, that without the prior written concurrence of the Banks, Agent shall not: (i) amend, modify, terminate or release any of the obligations of Loan Parties respecting Letters of Credit or under any of said documents or instruments or any security interest, mortgage or guaranty given with respect thereto; (ii) compromise any claim or waive any right or privilege against Loan Parties; or (iii) settle any litigation respecting any Letter of Credit or any of said documents and instruments.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Agent shall issue hold the Letters Letter of Credit Agreements and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Agent's regularly established practices and procedures and Agent will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Agent shall not be liable (except for the consequences solely resulting from its own willful misconduct or gross negligence) for any action taken or omitted omitted, and shall be entitled at all times to rely upon on the advice of counsel, accountants, appraisers or and other experts selected by Issuing Lender with due care Agent and Issuing Lender Agent may rely upon any notice, communication, certificate or other statement from the BorrowerBorrowers, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Agent believes to be authentic. Issuing Lender Agent will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Agreements, Letters of Credit and Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Agent makes no representation and shall have no responsibility responsibilities with respect to to: (i) the obligations of the Borrower or Loan Parties or, the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, ; (ii) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.made
(d) If at any time Issuing Lender Agent shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of CreditCredit Obligation, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages Percentage interests therein and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit Lender’s Bank's pro rata share of the costs of such recovery, including court costs and reasonable attorney’s 's fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage Bank's share of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, Agent for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Vs Holdings Inc)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, each Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, each Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with such Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, no Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by such Issuing Lender with due care and such Issuing Lender may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which such Issuing Lender Xxxxxx believes to be authentic. Each Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, the Issuing Lender makes Lenders make no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by the Issuing Lender Lenders in its their capacity as issuer issuers of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of any Issuing Lender or such Issuing Lender’s officers, agents and employees.
(d) If at any time any Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Administrative Agent or such Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Revolving Credit Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Administrative Agent, for redistribution in accordance with this Agreement.. MRC Energy Company Credit Agreement 72
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration assigning and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Agent shall (as among Agent and the Banks) have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit; provided, however, that without the prior written concurrence of the Banks, Agent shall not: (i) amend, modify, terminate or release any of the obligations of Borrower respecting Letters of Credit or under any of said documents or instruments or any security interest, mortgage or guaranty given with respect thereto; (ii) compromise any claim or waive any right or privilege against Borrower; or (iii) settle any litigation respecting any Letter of Credit or any of said documents and instruments.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Agent shall issue hold the Letters Letter of Credit Agreements and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Agent's regularly established practices and procedures and Agent will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Agent shall not be liable (except for the consequences resulting from its own willful misconduct or gross negligence) for any action taken or omitted omitted, and shall be entitled at all times to rely upon on the advice of counsel, accountants, appraisers or and other experts selected by Issuing Lender with due care Agent and Issuing Lender Agent may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Agent believes to be authentic. Issuing Lender will, upon request, furnish Agent will notify the Revolving Credit Lenders with copies Banks of Letter the issuance and amounts of Letters of Credit Documents related theretowithin three (3) Business Days of each issuance thereof.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Agent makes no representation and shall have no responsibility responsibilities with respect to to: (i) the obligations of the Borrower or or, the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, ; (ii) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, ; or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Agent in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employeesCredit.
(d) If at any time Issuing Lender Agent shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of CreditCredit Obligation, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages Percentage interests therein and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit Lender’s Bank's pro rata share of the costs of such recovery, including court costs and reasonable attorney’s 's fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage Bank's share of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, Agent for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Republic Automotive Parts Inc)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and and, except pursuant to Section 12.3 hereof, Issuing Lender will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the BorrowerCompany, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents Agreements, Letters of Credit and documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Company or any Account Party or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower of, Company, any other applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has they have made and will continue to make its their own evaluations of Company’s and the Borrower’s Account Parties’ creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s its officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, Lender shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the AgentIssuing Lender, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, the Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, the Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with the Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, the Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by the Issuing Lender with due care care, and the Issuing Lender may rely upon any notice, communication, certificate or other statement from the BorrowerBorrowers, beneficiaries of Letters of Credit, or any other Person which the Issuing Lender believes to be authentic. The Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, the Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Borrowers or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower Borrowers or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by the Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s Borrowers’ creditworthiness without reliance on any representation of the Issuing Lender or the Issuing Lender’s officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (RetailMeNot, Inc.)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefortherefore, or any documents or instruments given in connection therewith, Issuing Lender Bank shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing LenderBank’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Bank with due care and Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the BorrowerCompany, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Bank believes to be authentic. Issuing Lender Bank will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Bank makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Company or any Account Party or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of of, the Borrower Company, the applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Bank in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges that it has made and will continue to make its own evaluations of the BorrowerCompany’s and the Account Parties’ creditworthiness without reliance on any representation of Issuing Lender Bank or Issuing LenderBank’s officers, agents and employees.
(d) If at any time Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing LenderBank, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit LenderBank’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit LenderBank’s Percentage of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Olympic Steel Inc)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the BorrowerBorrowers, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Borrowers or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower Borrowers or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s Borrowers’ creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata prorata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Bank shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Bank's regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Bank with due care and Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the BorrowerCompany, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Bank believes to be authentic. Issuing Lender Bank will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Bank makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Company or any Account Party or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of of, the Borrower Company, the applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Bank in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s Company's and the Account Parties' creditworthiness without reliance on any representation of Issuing Lender Bank or Issuing Lender’s Bank's officers, agents and employees.
(d) If at any time Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing LenderBank, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit Lender’s Bank's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Bank's Percentage of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Agent shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Agent shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Agent's regularly established practices and procedures and and, except pursuant to Section 12.3 hereof, Agent will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Agent shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Agent with due care and Issuing Lender Agent may rely upon any notice, communication, certificate or other statement from the BorrowerCompany, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Agent believes to be authentic. Issuing Lender Agent will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents Agreements, Letters of Credit and documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Agent makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Company or any Account Party or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower of, Company, any other applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Agent in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has they have made and will continue to make its their own evaluations of Company's and the Borrower’s Account Parties' creditworthiness without reliance on any representation of Issuing Lender Agent or Issuing Lender’s Agent's officers, agents and employees.
(d) If at any time Issuing Lender Agent shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s 's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s 's Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Long Term Revolving Credit Agreement (Vishay Intertechnology Inc)
Risk Under Letters of Credit. (a) In the administration issuance and the handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Agent shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Agent shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Agent's regularly established practices and procedures and and, except pursuant to Section 13.3 hereof, Agent will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Agent shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Agent with due care and Issuing Lender Agent may rely upon any notice, communication, certificate or other statement from the BorrowerCompany, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Agent believes to be authentic. Issuing Lender Agent will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents Agreements, Letters of Credit and documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Agent makes no representation and shall shall, subject to Section 3.7 hereof, have no responsibility with respect to (i) the obligations of the Borrower Company or any Account Party or, the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of Company, the Borrower applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Agent in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges acknowledge that it has they have made and will continue to make its their own evaluations of Company's and the Borrower’s Account Parties' creditworthiness without reliance on any representation of Issuing Lender Agent or Issuing Lender’s Agent's officers, agents and employees.
(d) If at any time Issuing Lender Agent shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages Percentage interests therein and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit Lender’s Bank's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Bank's Percentage share of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Jpe Inc)
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations MRC Energy Company Credit Agreement made by, or any act or omission of the Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Administrative Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Revolving Credit Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Administrative Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Agent shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Agent shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Agent's regularly established practices and procedures and and, except pursuant to Section 12.3 hereof, Agent will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Agent shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Agent with due care and Issuing Lender Agent may rely upon any notice, communication, certificate or other 100 statement from the BorrowerCompany, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Agent believes to be authentic. Issuing Lender Agent will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents Agreements, Letters of Credit and documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Agent makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Company or any Account Party or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of of, Company, the Borrower applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Agent in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges that it has they have made and will continue to make its their own evaluations of Company's and the Borrower’s Account Parties' creditworthiness without reliance on any representation of Issuing Lender Agent or Issuing Lender’s Agent's officers, agents and employees.
(d) If at any time Issuing Lender Agent shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit Lender’s Bank's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Bank's Percentage of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Credit Acceptance Corporation)
Risk Under Letters of Credit. (ai) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, the Issuing Lender Bank shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(bii) Subject to other terms and conditions of this Agreement, the Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with the Issuing LenderBank’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, the Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by the Issuing Lender Bank with due care and the Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which the Issuing Lender Bank believes to be authentic. The Issuing Lender Bank will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(ciii) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, the Issuing Lender Bank makes no representation and shall have no responsibility with respect to (iA) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (iiB) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iiiC) any failure or delay in exercising any rights or powers possessed by the Issuing Lender Bank in its capacity as issuer of Letters of Credit in the absence of its gross negligence negligence, bad faith or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of the Issuing Lender Bank or the Issuing LenderBank’s officers, agents and employees.
(div) If at any time the Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Administrative Agent or the Issuing LenderBank, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit LenderXxxxxx’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Administrative Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and and, except pursuant to Section 12.3 hereof, Issuing Lender will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the BorrowerCompany, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents Agreements, Letters of Credit and documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Company or any Account Party or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower of, Company, any other applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges acknowledge that it has they have made and will continue to make its their own evaluations of Company’s and the Borrower’s Account Parties’ creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s its officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, Lender shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Revolving Credit Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the AgentIssuing Lender, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, as among the Agent and the Banks, Issuing Lender Bank shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Bank's regularly established practices and procedures and will have no further obligation with respect theretoprocedures. In the administration of Letters of Credit, Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Bank with due care and Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the BorrowerCompany, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Bank believes to be authentic. Issuing Lender Bank will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Bank makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower Company or any Account Party or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of of, the Borrower Company, the applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Bank in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s Company's and the Account Parties' creditworthiness without reliance on any representation of Issuing Lender Bank or Issuing Lender’s Bank's officers, agents and employees.
(d) If at any time Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing LenderBank, as the case may be, shall receive same for the pro rata PRO RATA benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit Lender’s Bank's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Bank's Percentage of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, and notwithstanding the granting of risk participation hereunder, the Issuing Lender Bank shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender Bank shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Bank's regularly established practices and procedures and and, Issuing Bank will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Bank shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Bank with due care and Issuing Lender Bank may rely upon any notice, communication, certificate or other statement from the any Borrower, any Account Party, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Bank believes to be authentic. Issuing Lender Bank, will, upon request, furnish the Revolving Credit Lenders Banks with copies of Letter of Credit Documents Agreements, Letters of Credit and documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Bank makes no representation and shall shall, subject to Section 3.7 hereof, have no responsibility with respect to (i) the obligations of the Borrower Borrowers or any Account Party or, the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of Borrowers, the Borrower applicable Account Party or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender Bank in its capacity as issuer of Letters of Credit Credit, in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders Banks expressly acknowledges acknowledge that it has they have made and will continue to make its their own evaluations of the Borrower’s Borrowers' creditworthiness without reliance on any representation of Issuing Lender Bank or Issuing Lender’s Bank's officers, agents and employees.
(d) If at any time Agent or the Issuing Lender Bank shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or the Issuing LenderBank, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders Banks in accordance with their respective Percentages Percentage interests therein and shall promptly deliver to each Revolving Credit Lender Bank its share thereof, less such Revolving Credit Lender’s Bank's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender Bank shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Bank's Percentage share of such payment, such Revolving Credit Lender Bank will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Commercial Vehicle Group, Inc.)
Risk Under Letters of Credit. (ai) In assigning and the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender Revolving Credit Agent shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(bii) Subject to other terms and conditions of this Agreement, Issuing Lender Revolving Credit Agent shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s Revolving Credit Agent's regularly established practices and procedures and Revolving Credit Agent will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender Revolving Credit Agent shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender Revolving Credit Agent with due care and Issuing Lender Revolving Credit Agent may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which Issuing Lender Revolving Credit Agent believes to be authentic. Issuing Lender Revolving Credit Agent will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents Agreements, Letters of Credit and documents related thereto.
(ciii) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender Revolving Credit Agent makes no representation and shall shall, subject to clause (g) hereof, have no responsibility with respect to (iA) the obligations of the Borrower or or, the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (iiB) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iiiC) any failure or delay in exercising any rights or powers possessed by Issuing Lender Revolving Credit Agent in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges acknowledge that it has they have made and will continue to make its their own evaluations of the Borrower’s 's creditworthiness without reliance on any representation of Issuing Lender Revolving Credit Agent or Issuing Lender’s Revolving Credit Agent's officers, agents Revolving Credit Agents and employees.
(div) If at any time Issuing Lender Revolving Credit Agent shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Revolving Credit Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages Pro Rata Share therein and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s 's pro rata share of the costs of such recovery, including court costs and attorney’s 's fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage 's Pro Rata Share of such payment, such Revolving Credit Lender will promptly pay over such excess to the Revolving Credit Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, Issuing Lender shall not be liable (in the absence of gross negligence or willful misconduct) for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by Issuing Lender with due care and Issuing Lender may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which Issuing Lender believes to be authentic. Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, Issuing Lender makes no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by Issuing Lender in its capacity as issuer of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, each Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, each Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with such Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, no Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by such Issuing Lender with due care and such Issuing Lender may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which such Issuing Lender believes to be authentic. Each Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, the Issuing Lender makes Lenders make no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by the Issuing Lender Lenders in its their capacity as issuer issuers of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of Issuing Lender or Issuing Lender’s officers, agents and employees.
(d) If at any time Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Agent or Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Agent, for redistribution in accordance with this Agreement.of
Appears in 1 contract
Risk Under Letters of Credit. (a) In the administration and handling of Letters of Credit and any security therefor, or any documents or instruments given in connection therewith, each Issuing Lender shall have the sole right to take or refrain from taking any and all actions under or upon the Letters of Credit.
(b) Subject to other terms and conditions of this Agreement, each Issuing Lender shall issue the Letters of Credit and shall hold the documents related thereto in its own name and shall make all collections thereunder and otherwise administer the Letters of Credit in accordance with such Issuing Lender’s regularly established practices and procedures and will have no further obligation with respect thereto. In the administration of Letters of Credit, no Issuing Lender shall not be liable for any action taken or omitted on the advice of counsel, accountants, appraisers or other experts selected by such Issuing Lender with due care and such Issuing Lender may rely upon any notice, communication, certificate or other statement from the Borrower, beneficiaries of Letters of Credit, or any other Person which such Issuing Lender believes to be authentic. Each Issuing Lender will, upon request, furnish the Revolving Credit Lenders with copies of Letter of Credit Documents related thereto.. MRC Energy Company Credit Agreement 71
(c) In connection with the issuance and administration of Letters of Credit and the assignments hereunder, the Issuing Lender makes Lenders make no representation and shall have no responsibility with respect to (i) the obligations of the Borrower or the validity, sufficiency or enforceability of any document or instrument given in connection therewith, or the taking of any action with respect to same, (ii) the financial condition of, any representations made by, or any act or omission of the Borrower or any other Person, or (iii) any failure or delay in exercising any rights or powers possessed by the Issuing Lender Lenders in its their capacity as issuer issuers of Letters of Credit in the absence of its gross negligence or willful misconduct. Each of the Revolving Credit Lenders expressly acknowledges that it has made and will continue to make its own evaluations of the Borrower’s creditworthiness without reliance on any representation of any Issuing Lender or such Issuing Lender’s officers, agents and employees.
(d) If at any time any Issuing Lender shall recover any part of any unreimbursed amount for any draw or other demand for payment under a Letter of Credit, or any interest thereon, the Administrative Agent or such Issuing Lender, as the case may be, shall receive same for the pro rata benefit of the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and shall promptly deliver to each Revolving Credit Lender its share thereof, less such Revolving Credit Lender’s pro rata share of the costs of such recovery, including court costs and attorney’s fees. If at any time any Revolving Credit Lender shall receive from any source whatsoever any payment on any such unreimbursed amount or interest thereon in excess of such Revolving Credit Lender’s Revolving Credit Percentage of such payment, such Revolving Credit Lender will promptly pay over such excess to the Administrative Agent, for redistribution in accordance with this Agreement.
Appears in 1 contract
