Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances: (a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of Credit Documents") or any Loan Document; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicable; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either Borrower or CarrAmerica LP in respect of the Letters of Credit; (d) the existence of any claim, set-off, defense or other right that either Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Agent, the Fronting Bank or any Bank (other than a defense based on the gross negligence or wilful misconduct of the Lead Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction; (e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or wilful misconduct of the Fronting Bank; (f) payment by the Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit; provided that such payment shall not have constituted gross negligence or wilful misconduct of the Fronting Bank; and (g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LP; provided that such other circumstance or happening shall not have been the result of gross negligence or wilful misconduct of the Fronting Bank.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Carramerica Realty Corp), Revolving Credit Agreement (Carramerica Realty Corp), Revolving Credit Agreement (Carramerica Realty Corp)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "“Letter of Credit Documents"”) or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank (other than a defense based on the bad faith, gross negligence or wilful willful misconduct of the Lead Administrative Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided provided, that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful willful misconduct of the Fronting Bank.
Appears in 4 contracts
Samples: Second Priority Credit Agreement (Istar Financial Inc), Revolving Credit Agreement (Eop Operating LTD Partnership), Second Priority Credit Agreement (Istar Financial Inc)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "“Letter of Credit Documents"”) or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank (other than a defense based on the bad faith, gross negligence or wilful misconduct of the Lead Administrative Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided provided, that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful misconduct of the Fronting Bank.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Amb Property Lp), Revolving Credit Agreement (Istar Financial Inc), Revolving Credit Agreement (Amb Property Corp)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "“Letter of Credit Documents"”) or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank (other than a defense based on the gross negligence or wilful willful misconduct of the Lead Administrative Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or wilful willful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted gross negligence or wilful willful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided provided, that such other circumstance or happening shall not have been the result of gross negligence or wilful willful misconduct of the Fronting Bank.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Kilroy Realty, L.P.), Revolving Credit Agreement (Kilroy Realty Corp), Revolving Credit Agreement (Kilroy Realty Corp)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "“Letter of Credit Documents"”) or any other Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the applicable Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the applicable Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe applicable Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either Borrower or CarrAmerica LP the Borrowers in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the applicable Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank (other than a defense based on the bad faith, gross negligence or wilful willful misconduct of the Lead Administrative Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, ABM LP, or the Borrowers or CarrAmerica LPapplicable Borrower; provided provided, that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful willful misconduct of the Fronting Bank.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Amb Property Corp), Revolving Credit Agreement (Amb Property Corp), Revolving Credit Agreement (Amb Property Lp)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP each Borrower under this Agreement in respect of any Letter of Credit issued for the account of such Borrower shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "“Letter of Credit Documents"”) or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either any Borrower or CarrAmerica LP in respect of the any other Letters of Credit issued for the account of such Borrower or any other Borrower or any other amendment or waiver of or any consent by either any Borrower or CarrAmerica LP to departure depart from all or any of the Letter of Credit Documents or any Loan Document, ; provided that the Fronting Bank Lender shall not consent to any such change or amendment unless previously consented to in writing by either the Borrower or CarrAmerica LP, as applicablefor whose account the Letter of Credit was issued;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either any Borrower or CarrAmerica LP in respect of the any Letters of CreditCredit issued for the account of such Borrower;
(d) the existence of any claim, set-off, defense or other right that either such Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank Lender or any Bank Lender (other than a defense based on the bad faith, gross negligence or wilful willful misconduct of the Lead Administrative Agent, the Fronting Bank Lender or such BankLender) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters Letter of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided that payment by the Fronting Bank Lender under such Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting BankLender;
(f) payment by the Fronting Bank Lender against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting BankLender; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPapplicable Borrower; provided that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful willful misconduct of the Fronting BankLender.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Prologis, L.P.), Revolving Credit Agreement (Prologis, L.P.), Revolving Credit Agreement (Prologis, L.P.)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of Credit Documents") or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank (other than a defense based on the bad faith, gross negligence or wilful misconduct of the Lead Administrative Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided provided, that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful misconduct of the Fronting Bank.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Istar Financial Inc), Revolving Credit Agreement (Amb Property Corp), Revolving Credit Agreement (Amb Property Corp)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "“Letter of Credit Documents"”) or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicable;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank (other than a defense based on the bad faith, gross negligence or wilful misconduct of the Lead Administrative Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters Letter of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided provided, that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful misconduct of the Fronting Bank.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Equity Residential), Revolving Credit Agreement (Erp Operating LTD Partnership), Revolving Credit Agreement (Equity Residential)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP each RMB Borrower under this Agreement in respect of any RMB Letter of Credit issued for the account of such RMB Borrower shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any RMB Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any RMB Letter of Credit or any other agreement or instrument relating thereto (collectively, the "“RMB Letter of Credit Documents"”) or any RMB Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either any RMB Borrower or CarrAmerica LP in respect of the any other RMB Letters of Credit issued for the account of such RMB Borrower or any other RMB Borrower or any other amendment or waiver of or any consent by either any RMB Borrower or CarrAmerica LP to departure depart from all or any of the RMB Letter of Credit Documents or any RMB Loan Document; provided, provided that the RMB Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either the RMB Borrower or CarrAmerica LP, as applicablefor whose account the RMB Letter of Credit was issued;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either any RMB Borrower or CarrAmerica LP in respect of the any RMB Letters of CreditCredit issued for the account of such RMB Borrower;
(d) the existence of any claim, set-off, defense or other right that either such RMB Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a RMB Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Agent, the RMB Fronting Bank or any Bank RMB Lender (other than a defense based on the bad faith, gross negligence or wilful willful misconduct of the Lead Agent, the RMB Fronting Bank or such BankRMB Lender) or any other Person, whether in connection with the RMB Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any RMB Letter of Credit or other RMB Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the RMB Fronting Bank under such RMB Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the RMB Fronting Bank;
(f) payment by the RMB Fronting Bank against presentation of a draft or certificate that does not strictly comply with the terms of the RMB Letter of Credit; provided provided, that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the RMB Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any RMB Letter of Credit or any agreement or instrument relating to any RMB Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPapplicable RMB Borrower; provided provided, that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful willful misconduct of the RMB Fronting Bank.
Appears in 2 contracts
Samples: RMB Revolving Credit Agreement (Amb Property Corp), RMB Revolving Credit Agreement (Amb Property Lp)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of Credit DocumentsLETTER OF CREDIT DOCUMENTS") or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document, provided that the Fronting Bank Agent shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either Borrower or CarrAmerica LP may have at any the time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Agent, the Fronting Bank or any Bank Agent (other than a defense based on the gross negligence or wilful willful misconduct of Agent), the Lenders (other than a defense based on the gross negligence or willful misconduct of the Lead AgentLenders), the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, Documents and the transactions contemplated hereby or by thereby, the Letters Letter of Credit Documents Documents, or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided that payment by the Fronting Bank Agent under such Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or wilful willful misconduct of Agent or the Fronting BankLenders;
(f) payment by the Fronting Bank Agent against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit; provided that such payment shall not have constituted gross negligence or wilful willful misconduct of Agent or the Fronting BankLenders; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, to or a discharge of, the Borrowers or CarrAmerica LPof Borrower; provided that such other circumstance or happening shall not have been the result of gross negligence or wilful willful misconduct of Agent or the Fronting BankLenders.
Appears in 2 contracts
Samples: Credit Agreement (G Reit Inc), Credit Agreement (G Reit Inc)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit or Existing Letter of Credit, as applicable, shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or Existing Letter of Credit, as applicable, or any other agreement or instrument relating thereto (collectively, the "“Letter of Credit Documents"”) or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either Borrower or CarrAmerica LP in respect of the Letters of Credit or Existing Letters of Credit, as applicable, or any other amendment or waiver of or any consent by either Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicableBorrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either Borrower or CarrAmerica LP in respect of the Letters of Credit or Existing Letters of Credit, as applicable;
(d) the existence of any claim, set-off, defense or other right that either Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit or Existing Letter of Credit, as applicable (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank (other than a defense based on the gross negligence or wilful misconduct of the Lead Administrative Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters Letter of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or Existing Letter of Credit, as applicable, or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided that payment by the Fronting Bank under such Letter of Credit or Existing Letter of Credit, as applicable, against presentation of such draft or document shall not have constituted gross negligence or wilful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit or Existing Letter of Credit, as applicable; provided that such payment shall not have constituted gross negligence or wilful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any Existing Letter of Credit or any agreement or instrument relating to any Letter of Credit or any Existing Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided that such other circumstance or happening shall not have been the result of gross negligence or wilful misconduct of the Fronting Bank.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Carramerica Realty Corp), Revolving Credit Agreement (Carramerica Realty Corp)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit and to repay each LC Borrowing shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "“Letter of Credit Documents"”) or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicable;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the any Fronting Bank or any Bank (other than a defense based on the bad faith, gross negligence or wilful willful misconduct of the Lead Administrative Agent, the such Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters Letter of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the such Fronting Bank;
(f) payment by the any Fronting Bank against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the such Fronting Bank; and;
(g) any adverse change in the relevant exchange rates or in the availability of the relevant Alternate Currency to the Borrower or in the relevant currency markets generally; or
(h) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided provided, that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful willful misconduct of the Fronting Bank.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Erp Operating LTD Partnership), Revolving Credit Agreement (Erp Operating LTD Partnership)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of Credit Documents") or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Agent, the Fronting Bank or any Bank (other than a defense based on the gross negligence or wilful misconduct of the Lead Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or wilful misconduct of the Fronting Bank;; 32
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit; provided that such payment shall not have constituted gross negligence or wilful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided that such other circumstance or happening shall not have been the result of gross negligence or wilful misconduct of the Fronting Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Carramerica Realty Corp)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP each Borrower under this Agreement in respect of any Letter of Credit issued for the account of such Borrower shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "“Letter of Credit Documents"”) or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either any Borrower or CarrAmerica LP in respect of the any other Letters of Credit issued for the account of such Borrower or any other Borrower or any other amendment or waiver of or any consent by either any Borrower or CarrAmerica LP to departure depart from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either the Borrower or CarrAmerica LP, as applicablefor whose account the Letter of Credit was issued;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either any Borrower or CarrAmerica LP in respect of the any Letters of CreditCredit issued for the account of such Borrower;
(d) the existence of any claim, set-off, defense or other right that either such Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank (other than a defense based on the bad faith, gross negligence or wilful willful misconduct of the Lead Administrative Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPapplicable Borrower; provided provided, that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful willful misconduct of the Fronting Bank.
Appears in 1 contract
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP each Borrower under this Agreement in respect of any Letter of Credit issued for the account of such Borrower shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "“Letter of Credit Documents"”) or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either any Borrower or CarrAmerica LP in respect of the any other Letters of Credit issued for the account of such Borrower or any other Borrower or any other amendment or waiver of or any consent by either any Borrower or CarrAmerica LP to departure depart from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either the Borrower or CarrAmerica LP, as applicablefor whose account the Letter of Credit was issued;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either any Borrower or CarrAmerica LP in respect of the any Letters of CreditCredit issued for the account of such Borrower;
(d) the existence of any claim, set-off, defense or other right that either such Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank (other than a defense based on the bad faith, gross negligence or wilful misconduct of the Lead Administrative Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPapplicable Borrower; provided provided, that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful misconduct of the Fronting Bank.
Appears in 1 contract
Letter of Credit Usage Absolute. The reimbursement obligations of the Borrowers and CarrAmerica LP under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) such other agreement or instrument under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of Credit Documents") or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either Borrower or CarrAmerica LP the Borrowers in respect of the Letters of Credit or any other amendment or waiver of or any consent by either Borrower or CarrAmerica LP the Borrowers to departure from all or any of the Letter of Credit Documents or any Loan Document, provided that the no Fronting Bank Lender shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrowers;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either Borrower or CarrAmerica LP the Borrowers in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either Borrower or CarrAmerica LP the Borrowers may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Agent, the Fronting Bank Administrative Agent or any Bank Lender (other than a defense based on the gross negligence or wilful willful misconduct of the Lead Administrative Agent, the Fronting Bank Lender or such BankLender) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided that payment by the Fronting Bank Lender under such Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or wilful willful misconduct of the Fronting BankLender;
(f) payment by the Fronting Bank Lender against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit; provided that such payment shall not have constituted gross negligence or wilful willful misconduct of the Fronting BankLender; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrowers; provided that such other circumstance or happening shall not have been the result of gross negligence or wilful willful misconduct of the Fronting BankLender or any issuing Lender.
Appears in 1 contract
Letter of Credit Usage Absolute. The ------------------------------- obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit or Existing Letter of Credit, as applicable, shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or Existing Letter of Credit, as applicable, or any other agreement or instrument relating thereto (collectively, the "Letter of Credit Documents") or -------------------------- any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either Borrower or CarrAmerica LP in respect of the Letters of Credit or Existing Letters of Credit, as applicable, or any other amendment or waiver of or any consent by either Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicableBorrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either Borrower or CarrAmerica LP in respect of the Letters of Credit or Existing Letters of Credit, as applicable;
(d) the existence of any claim, set-off, defense or other right that either Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit or Existing Letter of Credit, as applicable (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank (other than a defense based on the gross negligence or wilful misconduct of the Lead Administrative Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or Existing Letter of Credit, as applicable, or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided that payment by the Fronting Bank under such Letter of Credit or Existing Letter of Credit, as applicable, against presentation of such draft or document shall not have constituted gross negligence or wilful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit or Existing Letter of Credit, as applicable; provided that such payment shall not have constituted gross negligence or wilful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any Existing Letter of Credit or any agreement or instrument relating to any Letter of Credit or any Existing Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided that such other circumstance or happening shall not have been the result of gross negligence or wilful misconduct of the Fronting Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Carramerica Realty Corp)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "“Letter of Credit Documents"”) or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the no Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the any Fronting Bank or any Revolving Credit Bank (other than a defense based on the gross negligence or wilful willful misconduct of the Lead Administrative Agent, the such Fronting Bank or such Revolving Credit Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the a Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or wilful willful misconduct of the Fronting Bank;
(f) payment by the a Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted gross negligence or wilful willful misconduct of the such Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided provided, that such other circumstance or happening shall not have been the result of gross negligence or wilful willful misconduct of the applicable Fronting Bank.
Appears in 1 contract
Letter of Credit Usage Absolute. The obligations obliga- tions of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any a Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating relat- ing thereto (collectively, the "Letter of Credit Documents") or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters a Letter of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents Docu- ments or any Loan Document; provided, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters any Letter of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee trans- feree may be acting), the Lead Agent, the Fronting Bank or any Bank Lender (other than a defense based on the gross negligence or wilful misconduct of the Lead Agent, the Fronting Bank or such BankLender) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transactiontransac- tion;
(e) any draft or any other document presented under or in connection with any a Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate inaccu- rate in any respect; provided provided, that payment by the Fronting Bank under such a Letter of Credit against presentation of such draft or document shall not have constituted gross negligence negli- gence or wilful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the a Letter of Credit; provided provided, that such payment shall not have constituted gross negligence or wilful misconduct mis- conduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute con- stitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided provided, that such other circumstance or happening hap- pening shall not have been the result of gross negligence or wilful misconduct of the Fronting Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (U S Restaurant Properties Inc)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP each Borrower under this Agreement in respect of any Letter of Credit issued for the account of such Borrower shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "“Letter of Credit Documents"”) or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either any Borrower or CarrAmerica LP in respect of the any other Letters of Credit issued for the account of such Borrower or any other Borrower or any other amendment or waiver of or any consent by either any Borrower or CarrAmerica LP to departure depart from all or any of the Letter of Credit Documents or any Loan Document, ; provided that the Fronting Bank Lender shall not consent to any such change or amendment unless previously consented to in writing by either the Borrower or CarrAmerica LP, as applicablefor whose account the Letter of Credit was issued;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either any Borrower or CarrAmerica LP in respect of the any Letters of CreditCredit issued for the account of such Borrower;
(d) the existence of any claim, set-off, defense or other right that either such Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank Lender or any Bank Lender (other than a defense based on the bad faith, gross negligence or wilful willful misconduct of the Lead Administrative Agent, the Fronting Bank Lender or such BankLender) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters Letter of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided that payment by the Fronting Bank Lender under such Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting BankLender as finally determined by a court of competent jurisdiction;
(f) payment by the Fronting Bank Lender against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting BankLender as finally determined by a court of competent jurisdiction; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPapplicable Borrower; provided that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful willful misconduct of the Fronting BankLender as finally determined by a court of competent jurisdiction.
Appears in 1 contract
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of Credit DocumentsLETTER OF CREDIT DOCUMENTS") or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document; PROVIDED, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank (other than a defense based on the bad faith, gross negligence or wilful misconduct of the Lead Administrative Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided PROVIDED, that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided PROVIDED, that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided PROVIDED, that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful misconduct of the Fronting Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Equity Residential Properties Trust)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of Credit Documents") or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank (other than a defense based on the gross negligence or wilful misconduct of the Lead Administrative Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or wilful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted gross negligence or wilful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided provided, that such other circumstance or happening shall not have been the result of gross negligence or wilful misconduct of the Fronting Bank.. 66
Appears in 1 contract
Samples: Credit Agreement (Meditrust Corp)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) such other agreement or instrument under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) 1. any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of Credit Documents") or any Loan Document;
(b) 2. any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) 3. any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) 4. the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Agent, the Fronting Bank or any Bank (other than a defense based on the gross negligence or wilful willful misconduct of the Lead Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) 5. any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or wilful willful misconduct of the Fronting Bank;
(f) 6. payment by the Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit; provided that such payment shall not have constituted gross negligence or wilful willful misconduct of the Fronting Bank; and
(g) 7. any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided that such other circumstance or happening shall not have been the result of gross negligence or wilful willful misconduct of the Fronting Bank.
Appears in 1 contract
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) such other agreement or instrument under 47 49 all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of Credit Documents") or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document, provided that the no Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee trans- feree may be acting), the Lead Agent, the Fronting Bank Managing Co-Agent or any Bank (other than a defense based on the gross negligence or wilful misconduct of the Lead Agent, the Managing Co-Agent, Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or wilful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit; provided that such payment shall not have constituted gross negligence or wilful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LP; provided that such other circumstance or happening shall not have been the result of gross negligence or wilful misconduct of the Fronting Bank.payment
Appears in 1 contract
Samples: Revolving Credit Agreement (Trinet Corporate Realty Trust Inc)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit and to repay each LC Borrowing shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by lawLaw, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "“Letter of Credit Documents"”) or any Loan DocumentDocument or any term or provision herein or therein;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicable;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the any Fronting Bank or any Bank (other than a defense based on the bad faith, gross negligence or wilful willful misconduct of the Lead Administrative Agent, the such Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters Letter of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the such Fronting Bank;
(f) payment by the any Fronting Bank against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the such Fronting Bank; and;
(g) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or in the relevant currency markets generally; or
(h) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided provided, that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful willful misconduct of the Fronting Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Erp Operating LTD Partnership)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:: Table of Contents
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "“Letter of Credit Documents"”) or any other Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the applicable Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the applicable Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe applicable Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either Borrower or CarrAmerica LP the Borrowers in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the applicable Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank (other than a defense based on the bad faith, gross negligence or wilful willful misconduct of the Lead Administrative Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, ABM LP, or the Borrowers or CarrAmerica LPapplicable Borrower; provided provided, that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful willful misconduct of the Fronting Bank.
Appears in 1 contract
Letter of Credit Usage Absolute. The reimbursement obligations of the Borrowers and CarrAmerica LP under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) such other agreement or instrument under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "“Letter of Credit Documents"”) or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either Borrower or CarrAmerica LP the Borrowers in respect of the Letters of Credit or any other amendment or waiver of or any consent by either Borrower or CarrAmerica LP the Borrowers to departure from all or any of the Letter of Credit Documents or any Loan Document, provided that the no Fronting Bank Lender shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrowers;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either Borrower or CarrAmerica LP the Borrowers in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either Borrower or CarrAmerica LP the Borrowers may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Agent, the Fronting Bank Administrative Agent or any Bank Lender (other than a defense based on the gross negligence or wilful willful misconduct of the Lead Administrative Agent, the Fronting Bank Lender or such BankLender) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided that payment by the Fronting Bank Lender under such Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or wilful willful misconduct of the Fronting BankLender;
(f) payment by the Fronting Bank Lender against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit; provided that such payment shall not have constituted gross negligence or wilful willful misconduct of the Fronting BankLender; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrowers; provided that such other circumstance or happening shall not have been the result of gross negligence or wilful willful misconduct of the Fronting BankLender or any issuing Lender.
Appears in 1 contract
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP each Borrower under this Agreement in respect of any Letter of Credit issued for the account of such Borrower shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of Credit Documents") or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either any Borrower or CarrAmerica LP in respect of the any other Letters of Credit issued for the account of such Borrower or any other Borrower or any other amendment or waiver of or any consent by either any Borrower or CarrAmerica LP to departure depart from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either the Borrower or CarrAmerica LP, as applicablefor whose account the Letter of Credit was issued;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either any Borrower or CarrAmerica LP in respect of the any Letters of CreditCredit issued for the account of such Borrower;
(d) the existence of any claim, set-off, defense or other right that either such Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank (other than a defense based on the bad faith, gross negligence or wilful misconduct of the Lead Administrative Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate 50 in any respect; provided provided, that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPapplicable Borrower; provided provided, that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful misconduct of the Fronting Bank.
Appears in 1 contract
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "“Letter of Credit Documents"”) or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the no Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the any Fronting Bank or any Revolving Credit Bank (other than a defense based on the gross negligence or wilful willful misconduct of the Lead Administrative Agent, the such Fronting Bank or such Revolving Credit Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the a Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or wilful willful misconduct of the such Fronting Bank;
(f) payment by the a Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted gross negligence or wilful willful misconduct of the such Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided provided, that such other circumstance or happening shall not have been the result of gross negligence or wilful willful misconduct of the applicable Fronting Bank.
Appears in 1 contract
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "“Letter of Credit Documents"”) or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the no Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the any Fronting Bank or any Revolving Credit Bank (other than a defense based on the gross negligence or wilful misconduct of the Lead Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or wilful misconduct of the Fronting Bank;
(f) payment by the a Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit; provided that such payment shall not have constituted gross negligence or wilful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers Borrower. Neither the Administrative Agent, any Revolving Credit Bank nor any Fronting Bank, nor any of their respective Related Parties, shall have any liability or CarrAmerica LPresponsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, document, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the respective Fronting Bank; provided that such other circumstance or happening the foregoing shall not have been be construed to excuse an Fronting Bank from liability to the result Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Fronting Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or wilful willful misconduct on the part of a Fronting Bank (as finally determined by a court of competent jurisdiction), such Fronting Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Fronting BankBank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.
Appears in 1 contract
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of Credit Documents") or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicableBorrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank Lender (other than a defense based on the bad faith, gross negligence or wilful willful misconduct of the Lead Administrative Agent, the Fronting Bank or such BankLender) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters Letter of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided provided, that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful willful misconduct of the Fronting Bank.
Appears in 1 contract
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP ------------------------------- Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of --------- Credit Documents") or any Loan Document;; ----------------
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the Fronting Bank shall not consent to any such -------- change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank (other than a defense based on the gross negligence or wilful willful misconduct of the Lead Administrative Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the Fronting Bank under such Letter of -------- Credit against presentation of such draft or document shall not have constituted gross negligence or wilful willful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted gross negligence or wilful -------- willful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided provided, that such other -------- circumstance or happening shall not have been the result of gross negligence or wilful willful misconduct of the Fronting Bank.
Appears in 1 contract
Letter of Credit Usage Absolute. The reimbursement ------------------------------- obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) such other agreement or instrument under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of --------- Credit Documents") or any Loan Document;; ----------------
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document, provided that the no Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Agent, the Fronting Bank Agent or any Bank (other than a defense based on the gross negligence or wilful misconduct of the Lead Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or wilful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit; provided that such payment shall not have constituted gross negligence or wilful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided that such other circumstance or happening shall not have been the result of gross negligence or wilful misconduct of the Fronting Bank or any issuing Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Trinet Corporate Realty Trust Inc)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP each Borrower under this Agreement in respect of any Letter of Credit issued for the account of such Borrower shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "“Letter of Credit Documents"”) or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either any Borrower or CarrAmerica LP in respect of the any other Letters of Credit issued for the account of such Borrower or any other Borrower or any other amendment or waiver of or any consent by either any Borrower or CarrAmerica LP to departure depart from all or any of the Letter of Credit Documents or any Loan Document, ; provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either the Borrower or CarrAmerica LP, as applicablefor whose account the Letter of Credit was issued;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either any Borrower or CarrAmerica LP in respect of the any Letters of CreditCredit issued for the account of such Borrower;
(d) the existence of any claim, set-off, defense or other right that either such Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank (other than a defense based on the bad faith, gross negligence or wilful willful misconduct of the Lead Administrative Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPapplicable Borrower; provided that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful willful misconduct of the Fronting Bank.
Appears in 1 contract
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP ------------------------------- Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of --------- Credit Documents") or any Loan Document;; ----------------
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the Fronting Bank shall not consent to any such -------- change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank (other than a defense based on the gross negligence or wilful misconduct of the Lead Administrative Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the -------- Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or wilful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted gross negligence or -------- wilful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided provided, that such other -------- circumstance or happening shall not have been the result of gross negligence or wilful misconduct of the Fronting Bank.
Appears in 1 contract
Samples: Credit Agreement (Ventas Inc)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, 67 without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of Credit DocumentsLETTER OF CREDIT DOCUMENTS") or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document; PROVIDED, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank (other than a defense based on the bad faith, gross negligence or wilful misconduct of the Lead Administrative Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided PROVIDED, that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided PROVIDED, that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided PROVIDED, that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful misconduct of the Fronting Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Equity Residential Properties Trust)
Letter of Credit Usage Absolute. The obligations of ------------------------------- the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of --------- Credit Documents") or any Loan Document;; ----------------
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the Fronting Bank shall not consent to any such -------- change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Agent, the Fronting Bank or any Bank (other than a defense based on the gross negligence or wilful misconduct of the Lead Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the Fronting Bank under -------- such Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or wilful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted gross negligence or -------- wilful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided provided, that such other -------- circumstance or happening shall not have been the result of gross negligence or wilful misconduct of the Fronting Bank.
Appears in 1 contract
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP each Borrower under this Agreement in respect of any Letter of Credit issued for the account of such Borrower shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "“Letter of Credit Documents"”) or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either any Borrower or CarrAmerica LP in respect of the any other Letters of Credit issued for the account of such Borrower or any other Borrower or any other amendment or waiver of or any consent by either any Borrower or CarrAmerica LP to departure depart from all or any of the Letter of Credit Documents or any Loan Document, ; provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either the Borrower or CarrAmerica LP, as applicablefor whose account the Letter of Credit was issued;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either any Borrower or CarrAmerica LP in respect of the any Letters of CreditCredit issued for the account of such Borrower;
(d) the existence of any claim, set-off, defense or other right that either such Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank (other than a defense based on the bad faith, gross negligence or wilful willful misconduct of the Lead Administrative Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters Letter of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPapplicable Borrower; provided that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful willful misconduct of the Fronting Bank.
Appears in 1 contract
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP ------------------------------- Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of --------- Credit Documents") or any Loan Document;; ----------------
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the Fronting Bank shall not consent to any such change -------- or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Agent, the Fronting Bank or any Bank (other than a defense based on the gross negligence or wilful misconduct of the Lead Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the Fronting Bank under -------- such Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or wilful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted gross negligence or -------- wilful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided provided, that such other circumstance or -------- happening shall not have been the result of gross negligence or wilful misconduct of the Fronting Bank.
Appears in 1 contract
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of Credit Documents") or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either the Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicablethe Borrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Agent, the Fronting Bank or any Bank (other than a defense based on the gross negligence or wilful misconduct of the Lead Agent, the Fronting Bank or such Bank) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or wilful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit; provided that such payment shall not have constituted gross negligence or wilful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LP; provided that such other circumstance or happening shall not have been the result of gross negligence or wilful misconduct of the Fronting Bank.Administrative
Appears in 1 contract
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower (or any Qualified Borrower, as applicable) under this Agreement in respect of any a Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of Credit Documents") or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either the Borrower (or CarrAmerica LP such Qualified Borrower, as applicable) in respect of the Letters a Letter of Credit or any other amendment or waiver of or any consent by either the Borrower (or CarrAmerica LP such Qualified Borrower, as applicable) to departure from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either the Borrower (or CarrAmerica LPsuch Qualified Borrower, as applicable);
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either the Borrower (or CarrAmerica LP such Qualified Borrower, as applicable) in respect of the Letters a Letter of Credit;
(d) the existence of any claim, set-off, defense or other right that either the Borrower (or CarrAmerica LP such Qualified Borrower) may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Agent, the Fronting Bank or any Bank Lender (other than a defense based on the gross negligence negligence, bad faith, fraud or wilful willful misconduct of the Lead Agent, the Fronting Bank or such BankLender, or the wrongful dishonor by the Fronting Bank of any Letter of Credit presented to it for payment) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters Letter of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any a Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the Fronting Bank under such the Letter of Credit against presentation of such draft or document shall not have constituted gross negligence or wilful willful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not comply with the terms of the a Letter of Credit; provided provided, that such payment shall not have constituted gross negligence negligence, bad faith, fraud or wilful willful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers Borrower (or CarrAmerica LPsuch Qualified Borrower, as applicable); provided provided, that such other circumstance or happening shall not have been the result of gross negligence negligence, bad faith, fraud or wilful willful misconduct of the Fronting Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Prometheus Senior Quarters LLC)
Letter of Credit Usage Absolute. The obligations of the Borrowers and CarrAmerica LP Borrower under this Agreement in respect of any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement (as the same may be amended from time to time) and any Letter of Credit Documents (as hereinafter defined) under all circumstances, including, without limitation, to the extent permitted by law, the following circumstances:
(a) any lack of validity or enforceability of any Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Letter of Credit Documents") or any Loan Document;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of either Borrower or CarrAmerica LP in respect of the Letters of Credit or any other amendment or waiver of or any consent by either Borrower or CarrAmerica LP to departure from all or any of the Letter of Credit Documents or any Loan Document; provided, provided that the Fronting Bank shall not consent to any such change or amendment unless previously consented to in writing by either Borrower or CarrAmerica LP, as applicableBorrower;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the obligations of either Borrower or CarrAmerica LP in respect of the Letters of Credit;
(d) the existence of any claim, set-off, defense or other right that either Borrower or CarrAmerica LP may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Lead Administrative Agent, the Fronting Bank or any Bank Lender (other than a defense based on the bad faith, gross negligence or wilful misconduct of the Lead Administrative Agent, the Fronting Bank or such BankLender) or any other Person, whether in connection with the Loan Documents, the transactions contemplated hereby or by the Letters Letter of Credit Documents or any unrelated transaction;
(e) any draft or any other document presented under or in connection with any Letter of Credit or other Loan Document proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided provided, that payment by the Fronting Bank under such Letter of Credit against presentation of such draft or document shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting Bank;
(f) payment by the Fronting Bank against presentation of a draft or certificate that does not strictly comply with the terms of the Letter of Credit; provided provided, that such payment shall not have constituted been the result of the bad faith, gross negligence or wilful willful misconduct of the Fronting Bank; and
(g) any other circumstance or happening whatsoever other than the payment in full of all obligations hereunder in respect of any Letter of Credit or any agreement or instrument relating to any Letter of Credit, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrowers or CarrAmerica LPBorrower; provided provided, that such other circumstance or happening shall not have been the result of bad faith, gross negligence or wilful misconduct of the Fronting Bank.
Appears in 1 contract
