Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of Lenders, shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement (assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lender, the Issuing Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; (v) the occurrence of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C).
Appears in 3 contracts
Samples: Loan and Security Agreement (Tultex Corp), Loan and Security Agreement (Tultex Corp), Loan and Security Agreement (Tultex Corp)
Obligations Irrevocable. Notwithstanding the occurrence or continuance The obligations of a Default or Event of Default or other failure of any condition Borrower to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of Issuing Lender or the Borrowers. The obligations of each Lender to make payments to the Agent Revolving Credit Lenders with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement or any of the other Loan Documents (the “Letter of Credit Documents; ”);
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which the Borrowers Borrower may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, Issuing Lender, any Revolving Credit Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of Borrower from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower against the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained in this Section 3.7 shall be deemed to prevent Borrower, after satisfaction in full of the terms absolute and unconditional obligations of Borrower hereunder with respect to such Letter of Credit, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Credit.
Appears in 3 contracts
Samples: Revolving Credit and Term Loan Agreement (Quinstreet, Inc), Revolving Credit Agreement (Rackspace Inc), Revolving Credit and Term Loan Agreement (Quinstreet, Inc)
Obligations Irrevocable. Notwithstanding The obligations of the occurrence or continuance of a Default or Event of Default or other failure of Borrowers and any condition Account Party to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of Issuing Lender or the Borrowers. The obligations of each Lender to make payments to the Agent Lenders with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to any Letter of Credit (the "Letter of Credit Documents");
(b) Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any of the other Loan Letter of Credit Documents; ;
(iic) the The existence of any claim, setoff, defense or other right which the Borrowers or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Lender or any Lender or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Lender, any Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, Issuing Lender, any Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of the Borrowers or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers or any Account Party against the Agent, Issuing Lender or any Lender. Nothing contained in this Section 3.7 shall be deemed to prevent the Borrowers or the Account Parties, after satisfaction in full of the terms absolute and unconditional obligations of the Borrowers and the Account Parties hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence of may have against Agent, Issuing Lender or any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Lender.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Plastipak Holdings Inc), Revolving Credit Agreement (Plastipak Holdings Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise Obligations under Section 3.6 hereof, and the obligations of the Borrowers Banks to make payments Advances with respect to the Issuing Bank or and purchase interests in, Letter of Credit Payments pursuant to the Agent, for the account of LendersSection 3.7 hereof, shall be irrevocable, shall irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any lack of validity invalidity or enforceability unenforceability of this Agreement or any of the other Loan Documents; Documents or any portions hereof or thereof;
(iib) the existence of any claim, setoffset-off, defense or other right which the Borrowers any Borrower or any Bank may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting)Credit, Agent, any Lender, the Issuing Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions ;
(including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit); (iiic) any draft, certificate or any other document presented under the in connection with a Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(iv) the surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; (vd) the occurrence of any Default or Event of Default; ;
(e) payment by the Agent (other than as a result of its gross negligence or willful misconduct) under any Letter of Credit against presentation of a draft or accompanying certificate which does not comply with the terms of the Letter of Credit;
(vif) any failure, omission, delay or lack on the part of Agent or any party to this Agreement or any of the Documents to enforce, assert or exercise any right, power or remedy conferred upon Agent or any such party under this Agreement or any Documents, or any other acts or omissions on the part of the Agent or any such party;
(g) the Agent's failure voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of any Borrower or other Loan Party; the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangements, composition with creditors or readjustment or other similar proceedings affecting any Borrower, or any of its assets, or any allegation or contest of the validity of this Agreement or any of the Documents, in any such proceedings; and
(h) any other circumstance or happening whatsoever, whether or not similar to deliver to any of the Lenders foregoing, and any other event or action that would, in the notice provided for absence of this clause, result in SECTION 3.4(C)the release or discharge by operation of law of any Borrower from the performance or observance of any obligation, covenant or agreement contained in this Agreement or any of the Documents.
Appears in 2 contracts
Samples: Credit Agreement (Vs Holdings Inc), Credit Agreement (Talon Automotive Group Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender the Borrower to make payments to the Agent with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersIssuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement or any of the other Loan Documents (the “Letter of Credit Documents; ”);
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which the Borrowers Borrower may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party to any of the Letter of Credit Documents or any other security for Loan Document to enforce, assert or exercise any right, power or remedy conferred upon the Secured Obligations Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, Issuing Lender, any Revolving Credit Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of the Borrower from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof other than payment in full of the terms respective Indebtedness. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrower against the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained in this Section 3.7 shall be deemed to prevent the Borrower, after satisfaction in full of the Loan Documents; absolute and unconditional obligations of the Borrower hereunder with respect to such Letter of Credit, from asserting in a separate action any claim, defense, set off or other right which they (vor any of them) the occurrence of any Default or Event of Default; or (vi) may have against the Agent's failure to deliver to the Lenders the notice provided for , Issuing Lender or any Revolving Credit Lender in SECTION 3.4(C)connection with such Letter of Credit.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (GLAUKOS Corp), Revolving Credit and Term Loan Agreement (GLAUKOS Corp)
Obligations Irrevocable. Notwithstanding the occurrence or continuance The obligations of a Default or Event of Default or other failure of any condition Borrower to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of Issuing Lender or the Borrowers. The obligations of each Lender to make payments to the Agent Revolving Credit Lenders with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement or any of the other Loan Documents (the “Letter of Credit Documents; ”);
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which the Borrowers Borrower may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party to any of the Letter of Credit Documents or any other security for Loan Document to enforce, assert or exercise any right, power or remedy conferred upon the Secured Obligations Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, Issuing Lender, any Revolving Credit Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of Borrower from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower against the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained in this Section 3.7 shall be deemed to prevent Borrower, after satisfaction in full of the terms absolute and unconditional obligations of Borrower hereunder with respect to such Letter of Credit, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Credit.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (LINC Logistics Co), Revolving Credit Agreement (Intcomex, Inc.)
Obligations Irrevocable. Notwithstanding The obligations of the occurrence or continuance of a Default or Event of Default or other failure of Company and any condition Account Party to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of Issuing Bank or the Borrowers. The obligations of each Lender to make payments to the Agent Banks with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to any Letter of Credit (the other Loan “Letter of Credit Documents; ”);
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with
(c) The existence of any claim, setoff, defense or other right which the Borrowers Company or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank or any Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Bank or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Bank, any Bank or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, Issuing Bank, any Bank or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of the Company or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Company or any Account Party against the Agent, Issuing Bank or any Bank. Nothing contained in this Section 3.7 shall be deemed a waiver of any claim or to prevent Company or the Account Parties, after satisfaction in full of the terms absolute and unconditional obligations of Company and the Account Parties hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence of may have against Agent or any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Bank.
Appears in 2 contracts
Samples: Credit Agreement (Quantum Fuel Systems Technologies Worldwide Inc), Credit Agreement (Quantum Fuel Systems Technologies Worldwide Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, Agent for the account of LendersIssuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement or any of the other Loan Documents (the “Letter of Credit Documents; ”);
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which the Borrowers may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, Issuing Lender, any Revolving Credit Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of Borrowers from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrowers have or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrowers against the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained in this Section 3.7 shall be deemed to prevent Borrowers (i) after satisfaction in full of the terms absolute and unconditional obligations of Borrowers hereunder with respect to such Letter of Credit, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of any Default or Event of Default; Credit or (viii) from asserting a claim for actual direct damages (as opposed to special, punitive or indirect (including claims for lost profits or other consequential damages) damages, claims in respect of which are hereby waived by the Agent's failure to deliver Borrowers to the Lenders extent permitted by applicable law) suffered by the notice provided for Borrowers that are caused by the gross negligence or wilful misconduct of the Issuing Bank in SECTION 3.4(C)determining whether drafts or other documents presented under a Letter of Credit comply with the terms thereof.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (PMFG, Inc.), Revolving Credit and Term Loan Agreement (Peerless Manufacturing Co)
Obligations Irrevocable. Notwithstanding the occurrence or continuance The obligations of a Default or Event of Default or other failure of Company and any condition Account Party to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of the Borrowers. The obligations Issuing Bank or of each Lender to make payments to the Agent Revolving Credit Banks with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersReimbursement Obligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents");
(b) Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the other Loan Letter of Credit Documents; ;
(iic) the The existence of any claim, setoff, defense or other right which the Borrowers Company or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank or any other PersonBank or any other person or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Any failure, omission, delay or lack on the surrender or impairment part of any Collateral the Agent, the Issuing Bank or any other security for Bank or any party to any of the Secured Obligations Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, the Issuing Bank, any other Bank or any such party under this Agreement, any of the Loan Documents or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, the Issuing Bank, any other Bank or any such party; or
(f) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of Company or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Company or any Account Party against the Agent, the Issuing Bank or any other Bank. Nothing contained in this Section 3.7 shall be deemed to prevent Company or the Account Parties, after satisfaction in full of the terms absolute and unconditional obligations of Company and the Account Parties hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of them) may have against Agent, the Loan Documents; (v) the occurrence of Issuing Bank or any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Bank.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Renters Choice Inc), Revolving Credit Agreement (Alrenco Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender Borrower to make payments to the Agent with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersIssuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.7 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement or any of the other Loan Documents (the “Letter of Credit Documents; ”);
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which the Borrowers Borrower may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; , other than in respect of the gross negligence or wilful misconduct of the Issuing Lender;
(ive) Payment by the surrender or impairment Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit, other than in respect of the gross negligence or wilful misconduct of the Issuing Lender;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party to any of the Letter of Credit Documents or any other security for Loan Document to enforce, assert or exercise any right, power or remedy conferred upon the Secured Obligations Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, Issuing Lender, any Revolving Credit Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.8, result in the release or discharge by operation of law or otherwise of the Borrower from the performance or observance of any obligation, covenant or agreement contained in Section 3.7 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrower against the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained in this Section 3.8 shall be deemed to prevent the Borrower, after satisfaction in full of the terms absolute and unconditional obligations of the Borrower hereunder with respect to such Letter of Credit, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence of any Default or Event of Default; or (vi) may have against the Agent's failure to deliver to the Lenders the notice provided for , Issuing Lender or any Revolving Credit Lender in SECTION 3.4(C)connection with such Letter of Credit.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Dragonwave Inc), Revolving Credit Agreement (Dragonwave Inc)
Obligations Irrevocable. Notwithstanding The obligations of the occurrence or continuance of a Default or Event of Default or other failure of Borrower and any condition Account Party to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of Issuing Lender or the Borrowers. The obligations of each Lender to make payments to the Agent Revolving Credit Lenders with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to any Letter of Credit (the “Letter of Credit Documents”);
(b) Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any of the other Loan Letter of Credit Documents; ;
(iic) the The existence of any claim, setoff, defense or other right which the Borrowers Borrower or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Lender or any Lender or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Lender, any Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, Issuing Lender, any Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of the Borrower or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrower or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrower or any Account Party against the Agent, Issuing Lender or any Lender. Nothing contained in this Section 3.7 shall be deemed to prevent the Borrower or the Account Parties, after satisfaction in full of the terms absolute and unconditional obligations of the Borrower and the Account Parties hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence of may have against Agent, Issuing Lender or any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Lender.
Appears in 2 contracts
Samples: Credit Agreement (Noble International, Ltd.), Credit Agreement (Noble International, Ltd.)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, Agent for the account of LendersIssuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement or any of the other Loan Documents (the “Letter of Credit Documents; ”);
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which the Borrowers may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party to any of the Letter of Credit Documents or any other security for Loan Document to enforce, assert or exercise any right, power or remedy conferred upon the Secured Obligations Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, Issuing Lender, any Revolving Credit Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of Borrowers from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrowers have or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrowers against the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained in this Section 3.7 shall be deemed to prevent Borrowers, after satisfaction in full of the terms absolute and unconditional obligations of Borrowers hereunder with respect to such Letter of Credit, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Credit.
Appears in 2 contracts
Samples: Credit Agreement (National Technical Systems Inc /Ca/), Revolving Credit and Term Loan Agreement (Obagi Medical Products, Inc.)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, Agent for the account of LendersIssuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement or any of the other Loan Documents (the “Letter of Credit Documents; ”);
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which the Borrowers may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party to any of the Letter of Credit Documents or any other security for Loan Document to enforce, assert or exercise any right, power or remedy conferred upon the Secured Obligations Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, Issuing Lender, any Revolving Credit Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of the Borrowers from the performance or observance of any obligation, covenant or agreement contained in Section 3.6. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers against the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained in this Section 3.7 shall be deemed to prevent the Borrowers, after satisfaction in full of the terms absolute and unconditional obligations of the Borrowers hereunder with respect to such Letter of Credit, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence of any Default or Event of Default; or (vi) may have against the Agent's failure to deliver to the Lenders the notice provided for , Issuing Lender or any Revolving Credit Lender in SECTION 3.4(C)connection with such Letter of Credit.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (RetailMeNot, Inc.)
Obligations Irrevocable. Notwithstanding The obligations of the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, Borrowers and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit applicable Account Party to make payments to Agent for the account of Issuing Bank or the Borrowers. The obligations of each Lender to make payments to the Agent Revolving Credit Banks with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to any Letter of Credit (the “Letter of Credit Documents”);
(b) Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any of the other Loan Letter of Credit Documents; ;
(iic) the The existence of any claim, setoff, defense or other right which the Borrowers or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank or any Revolving Credit Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Bank or any Revolving Credit Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Bank, any Revolving Credit Bank or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, Issuing Bank, any Revolving Credit Bank or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of the Borrowers or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrowers or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers or any Account Party or any one of them against the Agent, Issuing Bank or any Revolving Credit Bank. Nothing contained in this Section 3.7 shall be deemed to prevent the Borrowers or the Account Parties after satisfaction in full of the terms absolute and unconditional obligations of the Borrowers and the Account Parties hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence of may have against Agent, Issuing Bank or any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Revolving Credit Bank.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Staktek Holdings Inc)
Obligations Irrevocable. Notwithstanding The obligations of the occurrence or continuance of a Default or Event of Default or other failure of Company and any condition Account Party to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of Issuing Bank or the Borrowers. The obligations of each Lender to make payments to the Agent Banks with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to any Letter of Credit (the "Letter of Credit Documents");
(b) Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any of the other Loan Letter of Credit Documents; ;
(iic) the The existence of any claim, setoff, defense or other right which the Borrowers Company or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank or any Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Bank or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Bank, any Bank or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, Issuing Bank, any Bank or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of the Company or any Account Party from the performance or observance of any of the terms obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any of the Loan Documents; (v) the occurrence obligation or any defense of any Default kind or Event nature which the Company or any Account Party has or may have against the beneficiary of Default; any Letter of Credit shall be available hereunder to the Company or (vi) any Account Party against the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C), Issuing Bank or any Bank.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance The obligations of a Default or Event of Default or Company and any other failure of any condition Account Party to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of the Borrowers. The obligations of each Issuing Lender to make payments to the Agent or Revolving Credit Lenders with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to any Letter of Credit (the “Letter of Credit Documents”);
(b) Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any of the other Loan Letter of Credit Documents; ;
(iic) the The existence of any claim, setoff, defense or other right which the Borrowers Company or any other Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), Agent, Issuing Lender or any Lender, the Issuing Bank Revolving Credit Lender or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by Issuing Lender to the surrender or impairment beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of Agent, Issuing Lender or any Revolving Credit Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of Agent, Issuing Lender, any Revolving Credit Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of Company or any other Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Company or any other Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Company or any other Account Party against Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained in this Section 3.7 shall be deemed to prevent Company or the other Account Parties, after satisfaction in full of the terms absolute and unconditional obligations of Company and any other Account Parties hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Credit.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations obligation of each Lender to ----------------------- make payments to the Agent with respect to any Letter of Credit and their participations such Lender's participation therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations obligation of the Borrowers Borrower to make payments to the Issuing Bank Fleet or to the Agent, for the account of the Lenders, shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement (assumingAgreement, in the case of the obligations of the Lenders to make such paymentsincluding, that the Letter of Credit has been issued in accordance with this ARTICLE 3)without limitation, including any of the following circumstances: :
(iA) any Any lack of validity or enforceability of this Agreement or any of the other Loan Documents; ;
(iiB) the The existence of any claim, setoffset-off, defense or other right which the Borrowers Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee or assignee of any Letter of Credit (or any Person for whom any such transferee or assignee may be acting), Fleet, the Agent, any Lender, the Issuing Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers Borrower or any other Person and the beneficiary named in any Letter of Credit); ;
(iiiC) any Any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ivD) the The surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; ;
(vE) the The occurrence of any Default or Event of Default; or or
(viF) the The Agent's failure to deliver give notice to the Lenders of the notice issuance of any Letter of Credit; provided for in SECTION 3.4(C)that, no Lender shall be obligated to pay such Lender's Pro Rate Share -------------- of any unreimbursed amount arising from any wrongful payment made by Fleet under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of Fleet.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance The obligations of a Default or Event of Default or other failure of any condition Borrower to the issuance of Letters of Credit hereunder subsequent make payments with respect to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of Lenders, Obligations shall be irrevocable, shall irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (i1) any lack of validity invalidity or enforceability unenforceability of this Agreement or any of the other Related Loan Documents; Documents or any of their provisions;
(ii2) the existence of any claim, setoffset-off, defense or other right which the Borrowers Borrower may have at any time against a beneficiary named in a Letter letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting)credit, any Lender, the Issuing Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions ;
(including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit); (iii3) any draft, certificate or any other document presented under the in connection with a Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; , except to the extent resulting from the willful misconduct or gross negligence on the part of Bank;
(iv) the surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; (v4) the occurrence of any Default or Event of Default; ;
(5) payment by Bank under any Letter of Credit against presentation of a draft or accompanying certificate which does not strictly comply with the terms of the Letter of Credit;
(vi6) any failure, omission, delay or lack on the part of Bank or any party to this Agreement or any of the Related Documents to enforce, assert or exercise any right, power or remedy conferred upon Bank or any such party under this Agreement or any Documents, or any other acts or omissions on the part of Bank or any such party;
(7) the Agent's failure voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of Borrower; the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangements, composition with creditors or readjustment or other similar proceedings affecting Borrower, or any of its assets, or any allegation or contest of the validity of this Agreement or any of the Related Documents, in any such proceedings; and
(8) any other circumstance or happening whatsoever, whether or not similar to deliver to any of the Lenders foregoing, and any other event or action that would, in the notice provided for absence of this clause and other than as a result of the misconduct or gross negligence of Bank, result in SECTION 3.4(C)the release or discharge by operation of law of Borrower from the performance or observance of any obligation, covenant or agreement contained in this Agreement or any of the Related Documents.
Appears in 1 contract
Samples: Loan and Security Agreement (Energy Recovery, Inc.)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender the Lenders to make payments to the Agent Issuers with respect to any a Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of Lenders, shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming, in the case of the obligations of the Lenders to make assuming that an Issuer has issued such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3Section 2.17 and such Lender has not given a notice contemplated by Section 2.20(a) that continues in full force and effect), including including, without limitation, any of the following circumstances: :
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; ;
(ii) the existence of any claim, setoffset-off, defense or other right which the Borrowers Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any LenderIssuer, the Issuing Bank any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit); transactions;
(iii) any draft, certificate or any other document presented under the Letter of Credit upon which proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) payment has been made in good faith and according to its terms by the Issuer under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ivvi) payment by the surrender or impairment Issuer under any Letter of Credit against presentation of any Collateral draft or certificate that does not comply with the terms of such Letter of Credit, except payment resulting from the gross negligence or willful misconduct of the Issuer; or
(vii) any other security for the Secured Obligations circumstances or the performance happenings whatsoever, whether or observance of not similar to any of the terms of any foregoing, except circumstances or happenings resulting from the gross negligence or willful misconduct of the Loan Documents; (v) the occurrence of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Issuer.
Appears in 1 contract
Samples: Credit Agreement (Airborne Inc /De/)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Administrative Agent with respect to any Letter of Credit or Letter of Credit Guarantee in respect thereof and their participations its participation therein pursuant to the provisions of this SECTION 4.8 hereof 3.7 or otherwise and the obligations of the Borrowers to make payments to FCC, the Issuing Bank or to the Administrative Agent, for the account of Lenders, shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement (assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3SECTION 3.4), including any of the following circumstances: :
(i) any Any lack of validity or enforceability of this Agreement or any of the other Loan Documents; ;
(ii) the The existence of any claim, setoffset-off, defense or other right which the Borrowers (or any of them) may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lender, FCC, the Issuing Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit); ;
(iii) any Any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(iv) the The surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; ;
(v) the The occurrence of any Default or Event of Default; or or
(vi) FCC's, the Bank's or the Administrative Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C).
Appears in 1 contract
Samples: Loan and Security Agreement (American Tire Distributors Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance The obligations of a Default or Event of Default or other failure of Company and any condition Account Party to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of the Borrowers. The obligations Issuing Bank or of each Lender to make payments to the Agent Banks with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersReimbursement Obligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents");
(b) Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the other Loan Letter of Credit Documents; ;
(iic) the The existence of any claim, setoff, defense or other right which the Borrowers Company or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank or any other PersonBank or any other person or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Absent gross negligence or willful misconduct on the surrender part of the Issuing Bank or impairment Banks, any failure, omission, delay or lack on the part of any Collateral the Agent, the Issuing Bank or any other security for Bank or any party to any of the Secured Obligations Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, the Issuing Bank, any other Bank or any such party under this Agreement, any of the Loan Documents or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, the Issuing Bank, any other Bank or any such party; or
(f) Absent gross negligence or willful misconduct on the part of the Issuing Bank or Banks, any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of Company or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Company or any Account Party against the Agent, the Issuing Bank or any other Bank. Nothing contained in this Section 3.7 shall be deemed to prevent Company or the Account Parties, after satisfaction in full of the terms absolute and unconditional obligations of Company and the Account Parties hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of them) may have against Agent, the Loan Documents; (v) the occurrence of Issuing Bank or any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Bank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Meadowbrook Insurance Group Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, Agent for the account of LendersIssuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement or any of the other Loan Documents (the “Letter of Credit Documents; ”);
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which the Borrowers any Borrower may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, Issuing Lender, any Revolving Credit Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of Borrowers from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which any Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrowers against the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained in this Section 3.7 shall be deemed to prevent Borrowers, after satisfaction in full of the terms absolute and unconditional obligations of Borrowers hereunder with respect to such Letter of Credit, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Credit.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance The obligations of a Default or Event of Default or other failure of Company and any condition Account ----------------------- Party to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of the Borrowers. The obligations Issuing Agent or of each Lender to make payments to the Agent relevant Lenders with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersReimbursement Obligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents") ;
(b) Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the other Loan Letter of Credit Documents; ;
(iic) the The existence of any claim, setoff, defense or other right which the Borrowers Company or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Agent or any other Personrelevant Lender or any other person or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Absent gross negligence or willful misconduct on the surrender part of the Issuing Agent or impairment the relevant Lenders, any failure, omission, delay or lack on the part of any Collateral the Agent, the Issuing Agent or any other security for relevant Lender or any party to any of the Secured Obligations Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, the Issuing Agent, any other Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, the Issuing Agent, any other relevant Lender or any such party; or
(f) Absent gross negligence or willful misconduct on the part of the Issuing Agent or the relevant Lenders, any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of Company or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Company or any Account Party against the Agent, the Issuing Agent or any other Lender. Nothing contained in this Section 3.7 shall be deemed to prevent Company or the Account Parties, after satisfaction in full of the terms absolute and unconditional obligations of Company and the Account Parties hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of them) may have against Agent, the Loan Documents; (v) the occurrence of Issuing Agent or any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Lender.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance The obligations of a Default or Event of Default or other failure of any condition Borrower to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of Issuing Lender or the Borrowers. The obligations of each Lender to make payments to the Agent Revolving Credit Lenders with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement or any of the other Loan Documents (the “Letter of Credit Documents; ”);
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which the Borrowers Borrower may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, Issuing Lender, any Revolving Credit Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of Borrower from the performance or observance of any of the terms obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any of the Loan Documents; (v) the occurrence obligation or any defense of any Default kind or Event nature which Borrower has or may have against the beneficiary of Default; or (vi) any Letter of Credit shall be available hereunder to Borrower against the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)., Issuing Lender or any Revolving Credit
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Quinstreet, Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender the Lenders to make payments to the Agent LC Issuer with respect to any a Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of Lenders, shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming, in the case of the obligations of the Lenders to make such payments, assuming that the LC Issuer has issued such Letter of Credit has been issued in accordance with this ARTICLE 3SECTION 2.18 and such Lender has not given a notice contemplated by SECTION 2.20(a) that continues in full force and effect), including including, without limitation, any of the following circumstances: :
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Credit Documents; ;
(ii) the existence of any claim, setoffset-off, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the LC Issuer, any Lender, the Issuing Bank Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit); transactions;
(iii) any draft, certificate or any other document presented under the Letter of Credit upon which proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents;
(v) payment has been made in good faith and according to its terms by the LC Issuer under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ivvi) payment by the surrender or impairment LC Issuer under any Letter of Credit against presentation of any Collateral draft or certificate that does not comply with the terms of such Letter of Credit, except payment resulting from the gross negligence or willful misconduct of the LC Issuer; or
(vii) any other security for the Secured Obligations circumstances or the performance happenings whatsoever, whether or observance of not similar to any of the terms of any foregoing, except circumstances or happenings resulting from the gross negligence or willful misconduct of the Loan Documents; (v) the occurrence of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)LC Issuer.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender Borrower to make payments to the Agent with respect to any Letter Bank of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of Lenders, each Draw Amount shall be irrevocable, irrevocable and shall not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement (assumingwhatsoever, in the case of the obligations of the Lenders to make such paymentsincluding, that the Letter of Credit has been issued in accordance with this ARTICLE 3)without limitation, including any of the following circumstances: :
(ia) any lack of validity or enforceability of this any Letter of Credit, any documents collateral to any Letter of Credit, the Agreement or any of the other Loan Documents; ;
(iib) the existence of any claim, setoffset-off, defense defense, or other right which the Borrowers any Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or transferee may be acting), any LenderBank, the Issuing Bank or any other Person, whether in connection with this the Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers any Borrower or any other Person and the beneficiary named in any Letter of Credit); ;
(iiic) any draft, certificate certificate, or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ivd) the surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; ;
(ve) the occurrence of any Default or Event of Default; ;
(f) any amendment, modification, waiver, consent, or (vi) the Agent's any substitution, exchange or release of or failure to deliver perfect any interest in collateral or security, with respect to or under any Letter of Credit or any documents collateral thereto;
(g) payment by Bank to the Lenders beneficiary under any Letter of Credit against presentation of documents which do not comply with the notice provided for terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit;
(h) any failure, omission, delay or lack on the part of Bank to enforce, assert or exercise any right, power or remedy conferred upon Bank under this Agreement, any of the other Loan Documents, any of the Letters of Credit or any documents collateral thereto or any other acts or omissions on the part of Bank; or
(i) any other event or circumstance that would, in SECTION 3.4(C)the absence of this Section, result in the release or discharge by operation of law or otherwise of any Borrower, or any Person from the performance or observance of any obligation, covenant or agreement contained herein. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which any Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to any Borrower against Bank.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit or any IRB L/C and their participations therein pursuant to the provisions of SECTION 4.8 5.7(C) hereof or otherwise and the obligations of the Borrowers Borrower to make payments to the Issuing Bank NationsBank or to the Agent, for the account of Lenders, shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement (assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3SECTION 3.4), including including, without limitation, any of the following circumstances: :
(i) any Any lack of validity or enforceability of this Agreement or any of the other Loan Documents; ;
(ii) the The existence of any claim, setoffset-off, defense or other right which the Borrowers Borrower may have at any time against a beneficiary named in a Letter of Credit or IRB L/C or any transferee of any Letter of Credit or IRB L/C (or any Person for whom any such transferee may be acting), any Lender, the Issuing Bank NationsBank or any other Person, whether in connection with this Agreement, any Letter of Credit, any IRB L/C or IRB L/C Agreement the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers Borrower or any other Person and the beneficiary named in any Letter of CreditCredit or IRB L/C); ;
(iii) any Any draft, certificate or any other document presented under the Letter of Credit or IRB L/C upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(iv) the The surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; ;
(v) the The occurrence of any Default or Event of Default; or or
(vi) the The Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C).
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender the Banks to make payments to the Agent Letter of Credit Issuer with respect to any a Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of Lenders, shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming, in the case of the obligations of the Lenders to make such payments, assuming that the Letter of Credit Issuer has been issued such Letter of Credit in accordance with this ARTICLE 3Section 3.04 and such Bank has not given a notice contemplated by Section 3.06(a) that continues in full force and effect), including including, without limitation, any of the following circumstances: :
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; ;
(ii) the existence of any claim, setoffset-off, defense or other right which the Borrowers Borrower or any Loan Party may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lenderthe Letter of Credit Issuer, the Issuing Agent, any Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit); transactions;
(iii) any draft, certificate or any other document presented under the Letter of Credit upon which proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) payment has been made in good faith and according to its terms by the Letter of Credit Issuer under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ivvi) payment by the surrender or impairment Letter of Credit Issuer under any Letter of Credit against presentation of any Collateral draft or certificate that does not comply with the terms of such Letter of Credit, except payment resulting from the gross negligence or willful misconduct of the Letter of Credit Issuer; or
(vii) any other security for the Secured Obligations circumstances or the performance happenings whatsoever, whether or observance of not similar to any of the terms of any foregoing, except circumstances or happenings resulting from the gross negligence or willful misconduct of the Loan Documents; (v) the occurrence Letter of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Credit Issuer.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding The obligations of the occurrence or continuance of a Default or Event of Default or other failure of Company and any condition Account Party to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of Issuing Bank or the Borrowers. The obligations of each Lender to make payments to the Agent Revolving Credit Banks with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be unconditional and irrevocable, shall be paid strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement (assumingwhatsoever, in the case of the obligations of the Lenders to make such paymentsincluding, that the Letter of Credit has been issued in accordance with this ARTICLE 3)without limitation, including any of the following circumstances: , either alleged or established:
(ia) any Any lack of validity or enforceability of this Agreement any Standby Letter of Credit or any documentation relating to any Standby Letter of Credit or to any transaction related in any way to any Standby Letter of Credit (the other Loan "Standby Letter of Credit Documents; ");
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security;
(c) The existence of any claim, setoff, defense or other right which the Borrowers Company or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Standby Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank or any Revolving Credit Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Standby Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in any Letter of Credit); (iii) any draft, certificate statement or any other document presented under the any Standby Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, erroneous, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender Issuing Bank to the beneficiary in good faith under any Standby Letter of Credit against presentation of a draft, certificate or impairment other documents which do not comply with the terms of such Standby Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Bank or any Revolving Credit Bank or any party to any of the Standby Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Bank, any Revolving Credit Bank or any such party under this Agreement, any of the other Loan Documents or any of the Standby Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, Issuing Bank, any Revolving Credit Bank or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of the Company or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Company or any Account Party has or may have against the beneficiary of any Standby Letter of Credit shall be available hereunder to the Company or any Account Party against the Agent, Issuing Bank or any Revolving Credit Bank. Nothing contained in this Section 3.7 shall be deemed to prevent the Company or the Account Parties, after satisfaction in full of the terms absolute and unconditional obligations of the Company and the Account Parties hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence of may have against Agent, Issuing Bank or any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Revolving Credit Bank.
Appears in 1 contract
Samples: Credit Agreement (Olympic Steel Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance The obligations of a Default or Event of Default or other failure of any condition Borrower to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of Issuing Lender or the Borrowers. The obligations of each Lender to make payments to the Agent Revolving Credit Lenders with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement or any of the other Loan Documents (the “Letter of Credit Documents; ”);
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which the Borrowers Borrower may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party to any of the Letter of Credit Documents or any other security for Loan Document to enforce, assert or exercise any right, power or remedy conferred upon the Secured Obligations Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, Issuing Lender, any Revolving Credit Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of Borrower from the performance or observance of any obligation, covenant or agreement contained in Section 3.6. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower against the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained in this Section 3.7 shall be deemed to prevent Borrower, after satisfaction in full of the terms absolute and unconditional obligations of Borrower hereunder with respect to such Letter of Credit, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Credit.
Appears in 1 contract
Samples: Credit Agreement (Universal Truckload Services, Inc.)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Administrative Agent with respect to any Letter of Credit or Letter of Credit Guarantee in respect thereof and their participations its participation therein pursuant to the provisions of SECTION 4.8 hereof this Section 3.7 or otherwise and the obligations of the Borrowers to make payments to FCC, the Issuing Bank or to the Administrative Agent, for the account of Lenders, shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement (assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3Section 3.4), including including, without limitation, any of the following circumstances: :
(i) any Any lack of validity or enforceability of this Agreement or any of the other Loan Documents; ;
(ii) the The existence of any claim, setoffset-off, defense or other right which the Borrowers (or any of them) may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lender, FCC, the Issuing Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit); ;
(iii) any Any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(iv) the The surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; ;
(v) the The occurrence of any Default or Event of Default; or or
(vi) FCC's, the Issuing Bank's or the Administrative Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(CSection 3.4(c).
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Mastec Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance The obligations of a Default or Event of Default or other failure of any condition Borrower to the issuance of Letters of Credit hereunder subsequent make payments with respect to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter Obligations under Section 4(e) of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersSchedule 1, shall be irrevocableabsolute, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement (assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3)whatsoever, including any of the following circumstances: without limitation:
(i) any lack of validity invalidity or enforceability unenforceability of this Agreement or any of the other Loan Documents; Documents or any of their provisions;
(ii) the existence of any claim, setoffset-off, defense or other right which the Borrowers Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting)Credit, any Lender, the Issuing Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit); ;
(iii) any draft, certificate or any other document presented under the in connection with a Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; , except to the extent resulting from the willful misconduct or gross negligence on the part of Bank;
(iv) the surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; (v) the occurrence of any Default or Event of Default; ;
(v) payment by Bank under any Letter of Credit against presentation of a draft or accompanying certificate which does not strictly comply with the terms of the Letter of Credit;
(vi) any failure, omission, delay or lack on the Agent's failure part of Bank or any party to deliver this Agreement or any of the Documents to enforce, assert or exercise any right, power or remedy conferred upon Bank or any such party under this Agreement or any Documents, or any other acts or omissions on the Lenders part of Bank or any such party;
(vii) the notice provided voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of Borrower; the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangements, composition with creditors or readjustment or other similar proceedings affecting Borrower, or any of its assets, or any allegation or contest of the validity of this Agreement or any of the Documents, in SECTION 3.4(C)any such proceedings; and
(viii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, and any other event or action that would, in the absence of this clause and other than as a result of the misconduct or gross negligence of Bank, result in the release or discharge by operation of law of Borrower from the performance or observance of any obligation, covenant or agreement contained in this Agreement or any of the Documents.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance The obligations of a Default or Event of Default or other failure of any condition Borrower to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of Issuing Lender or the Borrowers. The obligations of each Lender to make payments to the Agent Revolving Credit Lenders with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement or any of the other Loan Documents (the "Letter of Credit Documents; ");
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which the Borrowers Borrower may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, Issuing Lender, any Revolving Credit Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of Borrower from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower against the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained in this Section 3.7 shall be deemed to prevent Borrower, after satisfaction in full of the terms absolute and unconditional obligations of Borrower hereunder with respect to such Letter of Credit, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Credit.
Appears in 1 contract
Samples: Credit Agreement (Englobal Corp)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Agent with respect to the VRDN Letter of Credit and any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank NationsBank or to the Agent, for the account of Lenders, shall be irrevocable, shall not be subject to any qualification or exception whatsoever (except with respect to the Agent's gross negligence or willful misconduct) and shall be made in accordance with the terms and conditions of this Agreement (assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3SECTION 3.4), including including, without limitation, any of the following circumstances: :
(i) any Any lack of validity or enforceability of this Agreement or any of the other Loan Documents; ;
(ii) the The existence of any claim, setoffset-off, defense or other right which the Borrowers any Borrower may have at any time against a beneficiary named in the VRDN Letter of Credit or a Letter of Credit or any transferee of the VRDN Letter of Credit or any Letter of Credit (or any Person for whom any such transferee may be acting), any Lender, the Issuing Bank NationsBank or any other Person, whether in connection with this Agreement, the VRDN Letter of Credit or any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers any Borrower or any other Person and the beneficiary named in the VRDN Letter of Credit or any Letter of Credit); ;
(iii) any Any draft, certificate or any other document presented under the VRDN Letter of Credit or any Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(iv) the The surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; ;
(v) the The occurrence of any Default or Event of Default; or or
(vi) the The Agent's failure to deliver to the Lenders any Lender the notice provided for in SECTION 3.4(C3.4(c).
Appears in 1 contract
Samples: Loan and Security Agreement (Kellstrom Industries Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance The obligations of a Default or Event of Default or other failure of Borrowers and any condition Account Party to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of the Borrowers. The obligations Issuing Bank or of each Lender to make payments to the Agent Banks with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersReimbursement Obligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents");
(b) Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the other Loan Letter of Credit Documents; ;
(iic) the The existence of any claim, setoff, defense or other right which the Borrowers either Borrower or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank or any other PersonBank or any other person or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Absent gross negligence or willful misconduct on the surrender part of the Issuing Bank or impairment Banks, any failure, omission, delay or lack on the part of any Collateral the Agent, the Issuing Bank or any other security for Bank or any party to any of the Secured Obligations Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, the Issuing Bank, any other Bank or any such party under this Agreement, any of the Loan Documents or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, the Issuing Bank, any other Bank or any such party; or
(f) Absent gross negligence or willful misconduct on the part of the Issuing Bank or Banks, any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of either Borrower or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which either Borrower or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrowers or any Account Party against the Agent, the Issuing Bank or any other Bank. Nothing contained in this Section 3.7 shall be deemed to prevent the Borrowers or the Account Parties, after satisfaction in full of the terms absolute and unconditional obligations of the Borrowers and the Account Parties hereunder from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence of may have against Agent or any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Bank.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Commercial Vehicle Group, Inc.)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, Agent for the account of LendersIssuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement or any of the other Loan Documents (the “Letter of Credit Documents; ”);
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which the Borrowers may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party to any of the Letter of Credit Documents or any other security for Loan Document to enforce, assert or exercise any right, power or remedy conferred upon the Secured Obligations Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, Issuing Lender, any Revolving Credit Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of Borrowers from the performance or observance of any obligation, covenant or agreement contained in Section 3.6. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrowers have or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrowers against the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained in this Section 3.7 shall be deemed to prevent Borrowers, after satisfaction in full of the terms absolute and unconditional obligations of Borrowers hereunder with respect to such Letter of Credit, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Credit.
Appears in 1 contract
Samples: Credit Agreement (Multimedia Games Holding Company, Inc.)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, Agent for the account of Lendersthe Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement or any of the other Loan Documents (the “Letter of Credit Documents; ”);
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which the Borrowers may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, the Issuing Lender or any Revolving Credit Lender or any party to any of the Letter of Credit Documents or any other security for Loan Document to enforce, assert or exercise any right, power or remedy conferred upon the Secured Obligations Agent, the Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, the Issuing Lender, any Revolving Credit Lender or any such party; or Table of Contents
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of the Borrowers from the performance or observance of any obligation, covenant or agreement contained in Section 3.6. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers against the Agent, the Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained in this Section 3.7 shall be deemed to prevent the Borrowers, after satisfaction in full of the terms absolute and unconditional obligations of the Borrowers hereunder with respect to such Letter of Credit, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence of any Default or Event of Default; or (vi) may have against the Agent's failure to deliver to , the Lenders the notice provided for Issuing Lender or any Revolving Credit Lender in SECTION 3.4(C)connection with such Letter of Credit.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (RetailMeNot, Inc.)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender the Lenders to make payments to the Agent an Issuer with respect to any Letter certain Letters of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of Lenders, 2.15(b) shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming, in the case of the obligations In-Line Standby Letters of the Lenders to make such paymentsCredit, that the Administrative Agent has issued such Letter of Credit has been issued in accordance with this ARTICLE 3SECTION 2.01(b) and such Lender has not given a notice contemplated by SECTION 2.15(b) that continues in full force and effect), including including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Credit Documents; (ii) the existence of any claim, setoffset-off, defense or other right which the Borrowers Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Issuer, any Lender, the Issuing Bank Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit)transactions; (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Credit Documents; (v) payment by the occurrence Issuer under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (vi) payment by the Issuer under any Letter of Credit against presentation of any Default draft or Event certificate that does not comply with the terms of Defaultsuch Letter of Credit, except payment resulting from the gross negligence or willful misconduct of the Issuer; or (vivii) any other circumstances or happenings whatsoever, whether or not similar to any of the Agent's failure foregoing, except circumstances or happenings resulting from the gross negligence or willful misconduct of an Issuer, as to deliver to the Lenders the notice provided for in SECTION 3.4(C)that Issuer.
Appears in 1 contract
Samples: Credit and Security Agreement (Thomaston Mills Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each applicable Pro Rata Revolving Credit Lender to make payments to the Agent with respect to any applicable Letter of Credit and or with respect to their participations participation therein pursuant or, except as otherwise set forth in Section 2.10, with respect to the provisions U.S. Revolving Loans, the ROW Revolving Loans or the Canadian Revolving Loans, as applicable, made as a result of SECTION 4.8 hereof or otherwise a drawing under a Letter of Credit and the obligations of the applicable Borrowers for whose account the Letter of Credit was issued to make payments to the Issuing Bank or to the Agent, for the account of the applicable Pro Rata Revolving Credit Lenders, shall be irrevocable, irrevocable and shall not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement (assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3)whatsoever, including any of the following circumstances: :
(iA) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; ;
(iiB) the existence of any claim, setoff, defense or other right which the applicable Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Pro Rata Revolving Credit Lender, the Issuing Bank Agent, the applicable Letter of Credit Issuer, or any other Person, whether in connection with this Agreement, any applicable Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the applicable Borrowers or any other Person and the beneficiary named in any Letter of Credit); ;
(iiiC) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ivD) the surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; ;
(vE) the occurrence of any Default or Event of Default; or or
(viF) the Agent's failure of the Borrowers to deliver to satisfy the Lenders the notice provided for applicable conditions precedent set forth in SECTION 3.4(C)Article IX.
Appears in 1 contract
Samples: Credit Agreement (United Rentals North America Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender Company and any Account Party to make payments to Agent or the Agent Revolving Credit Banks with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents");
(b) Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in any collateral or security, with respect to any of the other Loan Letter of Credit Documents; ;
(iic) the The existence of any claim, setoff, defense or other right which the Borrowers Company or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Lender, the Issuing Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank or any such party under this Agreement, any of the Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, any Bank or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of Company or any Account Party from the performance or observance of any of the terms of any of the Loan Documents; (v) the occurrence of any Default obligation, covenant or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for agreement contained in SECTION 3.4(C)Section 3.6.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding The obligations of the occurrence or continuance of a Default or Event of Default or other failure of Company and any condition Account Party to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of Issuing Bank or the Borrowers. The obligations of each Lender to make payments to the Agent Banks with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to any Letter of Credit (the other Loan "Letter of Credit Documents; ");
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with
(c) The existence of any claim, setoff, defense or other right which the Borrowers Company or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank or any Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Bank or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Bank, any Bank or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, Issuing Bank, any Bank or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of the Company or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Company or any Account Party against the Agent, Issuing Bank or any Bank. Nothing contained in this Section 3.7 shall be deemed a waiver of any claim or to prevent Company or the Account Parties, after satisfaction in full of the terms absolute and unconditional obligations of Company and the Account Parties hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence of may have against Agent or any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Bank.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender the Lenders to make payments to the Agent LC Issuer with respect to any a Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of Lenders, shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming, in the case of the obligations of the Lenders to make such payments, assuming that the LC Issuer has issued such Letter of Credit has been issued in accordance with this ARTICLE 3SECTION 2.18 and such Lender has not given a notice contemplated by SECTION 2.20(a) that continues in full force and effect), including including, without limitation, any of the following circumstances: :
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Credit Documents; ;
(ii) the existence of any claim, setoffset-off, defense or other right which the Borrowers Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the LC Issuer, any Lender, the Issuing Bank Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit); transactions;
(iii) any draft, certificate or any other document presented under the Letter of Credit upon which proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents;
(v) payment has been made in good faith and according to its terms by the LC Issuer under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ivvi) payment by the surrender or impairment LC Issuer under any Letter of Credit against presentation of any Collateral draft or certificate that does not comply with the terms of such Letter of Credit, except payment resulting from the gross negligence or willful misconduct of the LC Issuer; or
(vii) any other security for the Secured Obligations circumstances or the performance happenings whatsoever, whether or observance of not similar to any of the terms of any foregoing, except circumstances or happenings resulting from the gross negligence or willful misconduct of the Loan Documents; (v) the occurrence of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)LC Issuer.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender Company and any other Account Party to make payments to Agent or the Agent Lenders with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to any Letter of Credit (the "Letter of Credit Documents");
(b) Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any of the other Loan Letter of Credit Documents; ;
(iic) the The existence of any claim, setoff, defense or other right which the Borrowers Company or any other Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Lender, the Issuing Bank Lender or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent or any Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, any Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of Company or any other Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Company or any other Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Company or any other Account Party against the Agent or any Lender. Nothing contained in this Section 3.7 shall be deemed to prevent Company or the other Account Parties, after satisfaction in full of the terms absolute and unconditional obligations of Company and any other Account Parties hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence of may have against Agent or any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Lender.
Appears in 1 contract
Samples: Long Term Revolving Credit Agreement (Vishay Intertechnology Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender the Banks to make payments to the Agent Issuer with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of Lenders, Obligations shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with with, but not subject to, the terms and conditions of this the Agreement under all circumstances (assuming, in the case of the obligations of the Lenders to make such payments, assuming that the Issuer has issued such Letter of Credit has been issued in accordance with this ARTICLE 3Article 2A) that continues in full force and effect), including including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this the Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoffset-off, defense or other right which the Borrowers Borrower may have at any time against a beneficiary named in a Letter of Credit Loan or any transferee of any Letter of Credit Loan (or any Person for whom any such transferee may be acting), the Issuer, any Lender, the Issuing Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit)transactions; (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; (v) payment by the occurrence Issuer under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (vi) payment by the Issuer under any Letter of Credit against presentation of any Default draft or Event certificate that does not comply with the terms of Defaultsuch Letter of Credit, except payment resulting from the gross negligence or willful misconduct of the Issuer; or (vivii) any other circumstances or happenings whatsoever, whether or not similar to any of the Agent's failure to deliver to foregoing, except circumstances or happenings resulting from the Lenders gross negligence or willful misconduct of the notice provided for in SECTION 3.4(C)Issuer.
Appears in 1 contract
Samples: Credit Agreement (Avado Brands Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION Section 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION Section 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of Lenders, shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement (assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE Article 3), including any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lender, the Issuing Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; (v) the occurrence of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(CSection 3.4(c).
Appears in 1 contract
Samples: Loan and Security Agreement (Safety Components International Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender the Lenders to make payments to the Agent Wachovia with respect to any a Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of Lenders, shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming, in the case of the obligations of the Lenders to make assuming that Wachovia has issued such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3SECTION 2.17 and such Lender has not given a notice contemplated by SECTION 2.19(a) that continues in full force and effect), including including, without limitation, any of the following circumstances: :
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Credit Documents; ;
(ii) the existence of any claim, setoffset-off, defense or other right which the Borrowers Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), Wachovia, any Lender, the Issuing Bank Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit); transactions;
(iii) any draft, certificate or any other document presented under the Letter of Credit upon which proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents;
(v) payment has been made in good faith and according to its terms by Wachovia under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ivvi) the surrender or impairment payment by Wachovia under any Letter of Credit against presentation of any Collateral draft or certificate that does not comply with the terms of such Letter of Credit, except payment resulting from the gross negligence or willful misconduct of Wachovia; or
(vii) any other security for the Secured Obligations circumstances or the performance happenings whatsoever, whether or observance of not similar to any of the terms foregoing, except circumstances or happenings resulting from the gross negligence or willful misconduct of any of the Loan Documents; (v) the occurrence of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Wachovia.
Appears in 1 contract
Samples: Credit and Security Agreement (Thomas & Betts Corp)
Obligations Irrevocable. Notwithstanding The obligations of the occurrence or continuance of a Default or Event of Default or other failure of Company and any condition Account Party to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Administrative Agent for the account of Issuing Bank or the Borrowers. The obligations of each Lender to make payments to the Agent Revolving Credit Banks with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to any Letter of Credit (the other Loan "Letter of Credit Documents; ");
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with
(c) The existence of any claim, setoff, defense or other right which the Borrowers Company or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person Persons for whom any such beneficiary or any such transferee may be acting), any Lenderthe Administrative Agent, the Issuing Bank or any Revolving Credit Bank or any other Person, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Administrative Agent, Issuing Bank or any Revolving Credit Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Administrative Agent, Issuing Bank, any Revolving Credit Bank or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Administrative Agent, Issuing Bank, any Revolving Credit Bank or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of the Company or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Company or any Account Party against the Administrative Agent, Issuing Bank or any Revolving Credit Bank. Nothing contained in this Section 3.7 shall be deemed to prevent the Company or the Account Parties, after satisfaction in full of the terms absolute and unconditional obligations of the Company and the Account Parties hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence of may have against Administrative Agent, Issuing Bank or any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Revolving Credit Bank.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, Administrative Agent for the account of LendersIssuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement or any of the other Loan Documents (the “Letter of Credit Documents; ”);
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which the Borrowers any Borrower may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Administrative Agent, the Issuing Bank Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Administrative Agent, Issuing Lender or any Revolving Credit Lender or any party to any of the Letter of Credit Documents or any other security for Loan Document to enforce, assert or exercise any right, power or remedy conferred upon the Secured Obligations Administrative Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Administrative Agent, Issuing Lender, any Revolving Credit Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of any Borrower from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which any Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to such Borrower against the Administrative Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained in this Section 3.7 shall be deemed to prevent any Borrower, after satisfaction in full of the terms absolute and unconditional obligations of the Borrowers hereunder with respect to such Letter of Credit, from asserting in a separate action any claim, defense, set off or other right which they (or any of them) may have against the Loan Documents; (v) the occurrence Administrative Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Credit.
Appears in 1 contract
Samples: Revolving and Term Loan Credit Agreement (American Midstream Partners, LP)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Revolving Credit Lender to make payments to the Administrative Agent with respect to any Letter of Credit Obligations and their participations participation therein pursuant to the provisions of SECTION 4.8 hereof this Section 3.5 or otherwise otherwise, and the obligations of the Borrowers to make payments to the Issuing Bank Bank, FCC or to the Administrative Agent, for the account of the Revolving Credit Lenders, shall be irrevocable, shall not be subject to any qualification or exception whatsoever whatsoever, and shall be made in accordance with the terms and conditions of this Agreement (assuming, in the case of the obligations of the Revolving Credit Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3Section 3.4), including including, without limitation, any of the following circumstances: :
(i) any Any lack of validity or enforceability of this Agreement or any of the other Loan Documents; ;
(ii) the The existence of any claim, setoffset-off, defense or other right which the Borrowers any Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lender, the Issuing Bank Bank, FCC or any other Person, whether in connection with this Agreement, any Letter of Credit, any LC Support, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers any Borrower or any other Person and the beneficiary named in any Letter of Credit); ;
(iii) any Any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(iv) the The surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; ;
(v) the The occurrence of any Default or Event of Default; or or
(vi) The Bank's, FCC's or the Administrative Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(CSection 3.4(c).
Appears in 1 contract
Samples: Loan and Security Agreement (Winsloew Furniture Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender the Revolving Borrowers and any Account Party to make payments to Agent or the Agent Revolving Credit Banks with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to any Letter of Credit (the "Letter of Credit Documents");
(b) Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any of the other Loan Letter of Credit Documents; ;
(iic) the The existence of any claim, setoff, defense or other right which the Borrowers or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Lender, the Issuing Revolving Credit Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(e) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any underlying transactions between documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent or any Revolving Credit Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Revolving Credit Bank or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Revolving Credit Bank or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of the Borrowers or any other Person and the beneficiary named in any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any Collateral or any other security for the Secured Obligations or Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers or any Account Party against the Agent or any Bank. Nothing contained in this Section 3.7 shall be deemed to prevent the Borrowers or the Account Parties, after satisfaction in full of the terms absolute and unconditional obligations of the Borrowers and the Account Parties hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence of may have against Agent or any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Bank.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Autocam Corp/Mi)
Obligations Irrevocable. Notwithstanding The obligations of the occurrence or continuance of a Default or Event of Default or other failure of Company and any condition Account Party to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of Issuing Bank or the Borrowers. The obligations of each Lender to make payments to the Agent Revolving Credit Banks with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to any Letter of Credit (the other Loan "Letter of Credit Documents; ");
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with
(c) The existence of any claim, setoff, defense or other right which the Borrowers Company or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank or any Revolving Credit Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Bank or any Revolving Credit Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Bank, any Revolving Credit Bank or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, Issuing Bank, any Revolving Credit Bank or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of the Company or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Company or any Account Party against the Agent, Issuing Bank or any Revolving Credit Bank. Nothing contained in this Section 3.7 shall be deemed to prevent the Company or the Account Parties, after satisfaction in full of the terms absolute and unconditional obligations of the Company and the Account Parties hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence of may have against Agent, Issuing Bank or any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Revolving Credit Bank.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers Lenders to make payments to the Issuing Bank or with respect to the Agent, for the account a Letter of Lenders, Credit shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming, in the case of the obligations of the Lenders to make such payments, assuming that the Issuing Bank has issued such Letter of Credit has been issued in accordance with this ARTICLE 3Section 3.04 and such Lender has not given a notice contemplated by Section 3.06(a) that continues in full force and effect), including including, without limitation, any of the following circumstances: :
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; ;
(ii) the existence of any claim, setoffset-off, defense or other right which the Borrowers Borrower or any Loan Party may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lenderthe Issuing Bank, the Issuing Bank Administrative Agent, any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit); transactions;
(iii) any draft, certificate or any other document presented under the Letter of Credit upon which proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) payment has been made in good faith and according to its terms by the Issuing Bank under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ivvi) payment by the surrender or impairment Issuing Bank under any Letter of Credit against presentation of any Collateral draft or certificate that does not comply with the terms of such Letter of Credit, except payment resulting from the gross negligence or willful misconduct of the Issuing Bank; or
(vii) any other security for the Secured Obligations circumstances or the performance happenings whatsoever, whether or observance of not similar to any of the terms of any foregoing, except circumstances or happenings resulting from the gross negligence or willful misconduct of the Loan Documents; (v) the occurrence of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Issuing Bank.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance The obligations of a Default or Event of Default or Company and any other failure of any condition Account Party to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of the Borrowers. The obligations of each Issuing Lender to make payments to the Agent or Lenders with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to any Letter of Credit (the “Letter of Credit Documents”);
(b) Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any of the other Loan Letter of Credit Documents; ;
(iic) the The existence of any claim, setoff, defense or other right which the Borrowers Company or any other Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), Agent, Issuing Lender or any Lender, the Issuing Bank Lender or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by Issuing Lender to the surrender or impairment beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of Agent, Issuing Lender or any Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon Agent, Issuing Lender, any Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of Agent, Issuing Lender, any Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of Company or any other Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Company or any other Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Company or any other Account Party against Agent, Issuing Lender or any Lender. With respect to any Letter of Credit, nothing contained in this Section 3.7 shall be deemed to prevent Company or the other Account Parties, after satisfaction in full of the terms absolute and unconditional obligations of Company and any other Account Parties hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence may have against Agent, Issuing Lender or any Lender in connection with such Letter of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Credit.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance The obligations of a Default or Event of Default or other failure of any condition Borrower to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of Issuing Lender or the Borrowers. The obligations of each Lender to make payments to the Agent Revolving Credit Lenders with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement or any of the other Loan Documents (the "Letter of Credit Documents; ");
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which the Borrowers Borrower may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions; 44
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, Issuing Lender, any Revolving Credit Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of Borrower from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower against the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained in this Section 3.7 shall be deemed to prevent Borrower, after satisfaction in full of the terms absolute and unconditional obligations of Borrower hereunder with respect to such Letter of Credit, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Credit.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender Borrower to make payments to the Agent with respect to any Letter Lender of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of Lenders, each Draw Amount shall be irrevocable, irrevocable and shall not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement (assumingwhatsoever, in the case of the obligations of the Lenders to make such paymentsincluding, that the Letter of Credit has been issued in accordance with this ARTICLE 3)without limitation, including any of the following circumstances: :
(ia) any lack of validity or enforceability of any Letter of Credit, any documents collateral to any Letter of Credit, this Agreement or any of the other Loan Documents; ;
(iib) the existence of any claim, setoffset-off, defense defense, or other right which the Borrowers Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or transferee may be acting), any Lender, the Issuing Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers Borrower or any other Person and the beneficiary named in any Letter of Credit); ;
(iiic) any draft, certificate certificate, or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ivd) the surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; ;
(ve) the occurrence of any Default or Event of Default; ;
(f) any amendment, modification, waiver, consent, or (vi) the Agent's any substitution, exchange or release of or failure to deliver perfect any interest in collateral or security, with respect to or under any Letter of Credit or any documents collateral thereto;
(g) payment by Lender to the Lenders beneficiary under any Letter of Credit against presentation of documents which do not comply with the notice provided for terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit;
(h) any failure, omission, delay or lack on the part of Lender to enforce, assert or exercise any right, power or remedy conferred upon Lender under this Agreement, any of the other Loan Documents, any of the Letters of Credit or any documents collateral thereto or any other acts or omissions on the part of Lender; or
(i) any other event or circumstance that would, in SECTION 3.4(C)the absence of this Section, result in the release or discharge by operation of law or otherwise of Borrower or any Person from the performance or observance of any obligation, covenant or agreement contained herein. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower against Lender.
Appears in 1 contract
Samples: Loan and Security Agreement (Access Worldwide Communications Inc)
Obligations Irrevocable. Notwithstanding The obligations of the occurrence or continuance of a Default or Event of Default or other failure of Borrowers and any condition Account Party to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of Issuing Bank or the Borrowers. The obligations of each Lender to make payments to the Agent Revolving Credit Banks with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to any Letter of Credit (the "Letter of Credit Documents");
(b) Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any of the other Loan Letter of Credit Documents; ;
(iic) the The existence of any claim, setoff, defense or other right which the Borrowers or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank or any Revolving Credit Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Bank or any Revolving Credit Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Bank, any Bank or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, Issuing Bank, any Bank or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of the Borrowers or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers or any Account Party against the Agent, Issuing Bank or any Bank. Nothing contained in this Section 3.7 shall be deemed to prevent the Borrowers or the Account Parties, after satisfaction in full of the terms absolute and unconditional obligations of the Borrowers and the Account Parties hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence of may have against Agent, Issuing Bank or any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Bank.
Appears in 1 contract
Samples: Credit Agreement (Saturn Electronics & Engineering Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance The obligations of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, Borrowers and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit applicable Account Party to make payments to Agent for the account of Issuing Bank or the Borrowers. The obligations of each Lender to make payments to the Agent Banks with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to any Letter of Credit (the “Letter of Credit Documents”);
(b) Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any of the other Loan Letter of Credit Documents; ;
(iic) the The existence of any claim, setoff, defense or other right which the Borrowers or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank or any Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; , provided that Issuing Bank’s determination that the same did not comply with the terms of such Letter of Credit shall not have constituted gross negligence or willful misconduct of such Issuing Bank;
(ive) Payment by the surrender or impairment Issuing Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit, provided that Issuing Bank’s determination that the same did not comply with the terms of such Letter of Credit shall not have constituted gross negligence or willful misconduct of such Issuing Bank;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Bank or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Bank, any Bank or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, Issuing Bank, any Bank or any such party; or
(g) Any other event or circumstance that would, in the absence of this Sections 3.7, result in the release or discharge by operation of law or otherwise of Borrowers or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrowers or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrowers or any Account Party or either of them against the Agent, Issuing Bank or any Bank. Nothing contained in this Section 3.7 shall be deemed to prevent Borrowers or the Account Parties after satisfaction in full of the terms absolute and unconditional obligations of Borrowers and the Account Parties hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence of may have against Agent, Issuing Bank or any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Bank.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding The obligations of the occurrence or continuance of a Default or Event of Default or other failure of any condition Borrower to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of Issuing Lender or the Borrowers. The obligations of each Lender to make payments to the Agent Revolving Credit Lenders with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement or any of the other Loan Documents (the “Letter of Credit Documents; ”);
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which the Borrowers Borrower may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party to any of the Letter of Credit Documents or any other security for Loan Document to enforce, assert or exercise any right, power or remedy conferred upon the Secured Obligations Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, Issuing Lender, any Revolving Credit Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of Borrower from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower against the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained in this Section 3.7 shall be deemed to prevent Borrower, after satisfaction in full of the terms absolute and unconditional obligations of Borrower hereunder with respect to such Letter of Credit, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Credit.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Universal Truckload Services, Inc.)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender the Lenders to make payments to the Agent Letter of Credit Issuer with respect to any a Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of Lenders, shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with with, but not subject to, the terms and conditions of this Agreement (assumingunder all circumstances including, in the case of the obligations of the Lenders to make such paymentswithout limitation, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: :
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; ;
(ii) the existence of any claim, setoffset-off, defense or other right which the Borrowers Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lenderthe Letter of Credit Issuer, the Issuing Bank Administrative Agent, any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit); transactions;
(iii) any draft, certificate or any other document presented under the Letter of Credit upon which proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) payment has been made in good faith and according to its terms by the Letter of Credit Issuer under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ivvi) payment by the surrender or impairment Letter of Credit Issuer under any Letter of Credit against presentation of any Collateral draft or certificate that does not comply with the terms of such Letter of Credit, except payment resulting from the gross negligence or willful misconduct of the Letter of Credit Issuer; or
(vii) any other security for the Secured Obligations circumstances or the performance happenings whatsoever, whether or observance of not similar to any of the terms of any foregoing, except circumstances or happenings resulting from the gross negligence or willful misconduct of the Loan Documents; (v) the occurrence Letter of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Credit Issuer.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers Banks to make payments to the Issuing Bank or with respect to the Agent, for the account a Letter of Lenders, Credit shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming, in the case of the obligations of the Lenders to make such payments, assuming that the Issuing Bank has issued such Letter of Credit has been issued in accordance with this ARTICLE 3Section 2.16(d)), including including, without limitation, any of the following circumstances: :
(iA) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; ;
(iiB) the existence of any claim, setoffset-off, defense or other right which the Borrowers Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lenderthe Issuing Bank, the Issuing Administrative Agent, any Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit); (iiiC) any draft, certificate or any other document presented under the Letter of Credit upon which proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(E) payment has been made in good faith and according to its terms by the Issuing Bank under any Letter of Credit against presentation of any draft or certificate proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; , except payment resulting from the gross negligence or willful misconduct of the Issuing Bank;
(ivF) payment by the surrender or impairment Issuing Bank under any Letter of Credit against presentation of any Collateral draft or certificate that does not comply with the terms of such Letter of Credit, except payment resulting from the gross negligence or willful misconduct of the Issuing Bank; or
(G) any other security for the Secured Obligations circumstances or the performance happenings whatsoever, whether or observance of not similar to any of the terms of any foregoing, except circumstances or happenings resulting from the gross negligence or willful misconduct of the Loan Documents; (v) the occurrence of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Issuing Bank.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Administrative Agent with respect to any Letter of Credit or Letter of Credit Guarantee in respect thereof and their participations its participation therein pursuant to the provisions of this SECTION 4.8 hereof 3.7 or otherwise and the obligations of the Borrowers to make payments to FCC, the Issuing Bank or to the Administrative Agent, for the account of Lenders, shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement (assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3SECTION 3.4), including including, without limitation, any of the following circumstances: :
(i) any Any lack of validity or enforceability of this Agreement or any of the other Loan Documents; ;
(ii) the The existence of any claim, setoffset-off, defense or other right which the Borrowers (or any of them) may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lender, FCC, the Issuing Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit); ;
(iii) any Any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(iv) the The surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; ;
(v) the The occurrence of any Default or Event of Default; or or
(vi) FCC's, the Issuing Bank's or the Administrative Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C3.4(c).
Appears in 1 contract
Obligations Irrevocable. Notwithstanding The obligations of the occurrence or continuance of a Default or Event of Default or other failure of Company and any condition Account Party to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of Issuing Bank or the Borrowers. The obligations of each Lender to make payments to the Agent Revolving Credit Banks with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be unconditional and irrevocable, shall be paid strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement (assumingwhatsoever, in the case of the obligations of the Lenders to make such paymentsincluding, that the Letter of Credit has been issued in accordance with this ARTICLE 3)without limitation, including any of the following circumstances: , either alleged or established:
(ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to any Letter of Credit (the other Loan “Letter of Credit Documents; ”);
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security;
(c) The existence of any claim, setoff, defense or other right which the Borrowers Company or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank or any Revolving Credit Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, erroneous, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender Issuing Bank to the beneficiary in good faith under any Letter of Credit against presentation of a draft, certificate or impairment other documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Bank or any Revolving Credit Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Bank, any Revolving Credit Bank or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, Issuing Bank, any Revolving Credit Bank or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of the Company or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Company or any Account Party against the Agent, Issuing Bank or any Revolving Credit Bank. Nothing contained in this Section 3.7 shall be deemed to prevent the Company or the Account Parties, after satisfaction in full of the terms absolute and unconditional obligations of the Company and the Account Parties hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence of may have against Agent, Issuing Bank or any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Revolving Credit Bank.
Appears in 1 contract
Samples: Credit Agreement (Olympic Steel Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender the Lenders to make payments to the Agent LC Issuer with respect to any a Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of Lenders, shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming, in the case of the obligations of the Lenders to make such payments, assuming that the LC Issuer has issued such Letter of Credit has been issued in accordance with this ARTICLE 3SECTION 2.18 and such Lender has not given a notice contemplated by SECTION 2.20(a) that continues in full force and effect), including including, without limitation, any of the following circumstances: :
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Credit Documents; ;
(ii) the existence of any claim, setoffset-off, defense or other right which the Borrowers may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the LC Issuer, any Lender, the Issuing Bank Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit); transactions;
(iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(iv) the surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Credit Documents; ;
(v) payment by the occurrence LC Issuer under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any Default respect or Event any statement in any Letter of Default; Credit being untrue or inaccurate in any respect;
(vi) payment by the Agent's failure LC Issuer under any Letter of Credit against presentation of any draft or certificate that does not comply with the terms of such Letter of Credit, except payment resulting from the gross negligence or willful misconduct of the LC Issuer; or
(vii) any other circumstances or happenings whatsoever, whether or not similar to deliver any of the foregoing; except with respect to clauses (i) through (vii) above where circumstances or happenings result from the Lenders gross negligence or willful misconduct of the notice provided for in SECTION 3.4(C)LC Issuer.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender Borrower to make payments to the Agent with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise Obligations under Section 3.6 hereof, and the obligations of the Borrowers Banks to make payments Advances with respect to the Issuing Bank or and purchase interests in, Letter of Credit Payments pursuant to the Agent, for the account of LendersSection 3.7 hereof, shall be irrevocable, shall irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any lack of validity invalidity or enforceability unenforceability of this Agreement or any of the other Loan Documents; Documents or any portions hereof or thereof;
(iib) the existence of any claim, setoffset-off, defense or other right which the Borrowers Borrower or any Bank may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting)Credit, Agent, any Lender, the Issuing Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions ;
(including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit); (iiic) any draft, certificate or any other document presented under the in connection with a Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; respect except to the extent resulting from the gross negligence or willful misconduct of Agent;
(iv) the surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; (vd) the occurrence of any Default or Event of Default; ;
(e) payment by the Agent (other than as a result of its gross negligence or willful misconduct) under any Letter of Credit against presentation of a draft or accompanying certificate which does not comply with the terms of the Letter of Credit;
(vif) any failure, omission, delay or lack on the part of Agent or any party to this Agreement or any of the Documents to enforce, assert or exercise any right, power or remedy conferred upon Agent or any such party under this Agreement or any Documents;
(g) the Agent's failure to deliver voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Borrower; the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangements, composition with creditors or readjustment or other similar proceedings affecting the Borrower, or any of its assets, or any allegation or contest of the validity of this Agreement or any of the Documents, in any such proceedings; and
(h) except to the Lenders extent resulting from the notice provided for gross negligence or willful misconduct of Agent, any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, and any other event or action that would, in SECTION 3.4(C)the absence of this clause, result in the release or discharge by operation of law of the Borrower from the performance or observance of any obligation, covenant or agreement contained in this Agreement or any of the Documents.
Appears in 1 contract
Samples: Revolving Credit Agreement (Republic Automotive Parts Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender Company and any Account Party to make payments to the Agent Bank with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersReimbursement Obligations under Section 3.5 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents");
(b) Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the other Loan Letter of Credit Documents; ;
(iic) the The existence of any claim, setoff, defense or other right which the Borrowers Company or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lender, the Issuing Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Absent gross negligence or willful misconduct on the surrender part of the Bank, any failure, omission, delay or impairment lack on the part of the Bank or any Collateral party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon Bank, any of the Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of Bank;
(f) Absent gross negligence or willful misconduct on the part of Bank or Banks, any other event or circumstance that would, in the absence of this Section 3.6, result in the release or discharge by operation of law or otherwise of Company or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.5. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Company or any Account Party against Bank. Nothing contained in this Section 3.6 shall be deemed to prevent Company or the Account Parties, after satisfaction in full of the terms absolute and unconditional obligations of Company and the Account Parties hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)may have against Bank.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit and their participations or with respect to its participation therein pursuant or with respect to any Credit Support for any Letter of Credit or with respect to the provisions Revolving Loans made as a result of SECTION 4.8 hereof or otherwise a drawing under a Letter of Credit and the obligations of the Borrowers for whose account the Letter of Credit or Credit Support was issued to make payments to the Issuing Bank or to the Agent, for the account of the Lenders, shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement (assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3)whatsoever, including any of the following circumstances: :
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; ;
(ii) the existence of any claim, setoff, defense or other right which the Borrowers any Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lender, the Issuing Bank Agent, the issuer of such Letter of Credit, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers any Borrower or any other Person and the beneficiary named in any Letter of Credit); ;
(iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(iv) the surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; ;
(v) the occurrence of any Default or Event of Default; or or
(vi) the Agentfailure of the Borrowers to satisfy the applicable conditions precedent set forth in ARTICLE 10; PROVIDED, HOWEVER, that this SECTION 2.4(F)(4) shall not operate to waive or preclude a Borrower's failure right to deliver to institute an independent claim against the Lenders the notice provided Letter of Credit Issuer for in SECTION 3.4(C)gross negligence or willful misconduct.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding The obligations of the occurrence or continuance of a Default or Event of Default or other failure of Borrowers and any condition Account Party to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of Issuing Lender or the Borrowers. The obligations of each Lender to make payments to the Agent Revolving Credit Lenders with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to any Letter of Credit (the “Letter of Credit Documents”);
(b) Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any of the other Loan Letter of Credit Documents; ;
(iic) the The existence of any claim, setoff, defense or other right which the Borrowers or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Lender or any Revolving Credit Lender or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(e) Payment by the Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not strictly comply with the terms of such Letter of Credit, absent gross negligence or willful misconduct; or
(ivf) Any failure, omission, delay or lack on the surrender part of the Agent, Issuing Lender or impairment any Revolving Credit Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any Collateral right, power or remedy conferred upon the Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, Issuing Lender, any Revolving Credit Lender or any such party. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers or any Account Party against the Agent, Issuing Lender or any Revolving Credit Lender. Nothing contained in this Section 3.7 shall be deemed to prevent the Borrowers or the performance Account Parties, after satisfaction in full of the absolute and unconditional obligations of the Borrowers and the Account Parties hereunder, from asserting in a separate action any claim, defense, set off or observance of other right which they (or any of the terms of them) may have against Agent, Issuing Lender or any of the Loan Documents; (v) the occurrence of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Revolving Credit Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (Capital Automotive Reit)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender the Lenders to make payments to the Agent Letter of Credit Issuer with respect to any a Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of Lenders, shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be made in accordance with with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming, in the case of the obligations of the Lenders to make such payments, assuming that the Letter of Credit Issuer has been issued such Letter of Credit in accordance with this ARTICLE 3Section 11.04 and such Lender has not given a notice contemplated by Section 11.06(a) that continues in full force and effect), including including, without limitation, any of the following circumstances: :
(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; ;
(ii) the existence of any claim, setoffset-off, defense or other right which the Borrowers Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lenderthe Letter of Credit Issuer, the Issuing Bank Administrative Agent, any Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers or any other Person and the beneficiary named in any Letter of Credit); transactions;
(iii) any draft, certificate or any other document presented under the Letter of Credit upon which proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;
(v) payment has been made in good faith and according to its terms by the Letter of Credit Issuer under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ivvi) payment by the surrender or impairment Letter of Credit Issuer under any Letter of Credit against presentation of any Collateral draft, certificate or other document that does not comply with the terms of such Letter of Credit, except payment resulting from the gross negligence or willful misconduct of the Letter of Credit Issuer; or
(vii) any other security for the Secured Obligations circumstances or the performance happenings whatsoever, whether or observance of not similar to any of the terms of any foregoing, except circumstances or happenings resulting from the gross negligence or willful misconduct of the Loan Documents; (v) the occurrence Letter of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Credit Issuer.
Appears in 1 contract
Samples: Credit Agreement (Usa Truck Inc)
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender Borrowers to ----------------------- make payments to the Agent with respect to any Letter Bank of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of Lenders, each Draw Amount shall be irrevocable, irrevocable and shall not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement (assumingwhatsoever, in the case of the obligations of the Lenders to make such paymentsincluding, that the Letter of Credit has been issued in accordance with this ARTICLE 3)without limitation, including any of the following circumstances: :
(ia) any lack of validity or enforceability of any Letter of Credit, any documents collateral to any Letter of Credit, this Agreement or any of the other Loan Documents; ;
(iib) the existence of any claim, setoffset-off, defense defense, or other right which the Borrowers any Obligor may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or transferee may be acting), any LenderBank, the Issuing Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers any Obligor or any other Person and the beneficiary named in any Letter of Credit); ;
(iiic) any draft, certificate certificate, or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ivd) the surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; ;
(ve) the occurrence of any Default or Event of Default; ;
(f) any amendment, modification, waiver, consent, or (vi) the Agent's any substitution, exchange or release of or failure to deliver perfect any interest in collateral or security, with respect to or under any Letter of Credit or any documents collateral thereto;
(g) payment by Bank to the Lenders beneficiary under any Letter of Credit against presentation of documents which do not comply with the notice provided for terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit;
(h) any failure, omission, delay or lack on the part of Bank to enforce, assert or exercise any right, power or remedy conferred upon Bank under this Agreement, any of the other Loan Documents, any of the Letter of Credit or any documents collateral thereto or any other acts or omissions on the part of Bank; or
(i) any other event or circumstance that would, in SECTION 3.4(C)the absence of this Section 6.10, result in the release or discharge by operation of ------------ law or otherwise of any Obligor or any Person from the performance or observance of any obligation, covenant or agreement contained herein. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which any Obligor has or may have against the beneficiary of any Letter of Credit shall be available hereunder to any Obligor against Bank.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of Lenders, each Draw Amount shall be irrevocable, irrevocable and shall not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement (assumingwhatsoever, in the case of the obligations of the Lenders to make such paymentsincluding, that the Letter of Credit has been issued in accordance with this ARTICLE 3)without limitation, including any of the following circumstances: :
(ia) any lack of validity or enforceability of any Letter of Credit, any documents collateral to any Letter of Credit, this Agreement or any of the other Loan Documents; ;
(iib) the existence of any claim, setoffset-off, defense defense, or other right which the Borrowers any Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or transferee may be acting), any LenderBank, the Issuing Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers any Borrower or any other Person and the beneficiary named in any Letter of Credit); ;
(iiic) any draft, certificate certificate, or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ivd) the surrender or impairment of any Collateral or any other security for the Secured Obligations or the performance or observance of any of the terms of any of the Loan Documents; ;
(ve) the occurrence of any Default or Event of Default; ;
(f) any amendment, modification, waiver, consent, or (vi) the Agent's any substitution, exchange or release of or failure to deliver perfect any interest in collateral or security, with respect to or under any Letter of Credit or any documents collateral thereto;
(g) payment by Bank to the Lenders beneficiary under any Letter of Credit against presentation of documents which do not comply with the notice provided for terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit;
(h) any failure, omission, delay or lack on the part of Bank to enforce, assert or exercise any right, power or remedy conferred upon Bank under this Agreement, any of the other Loan Documents, any of the Letters of Credit or any documents collateral thereto or any other acts or omissions on the part of Bank; or
(i) any other event or circumstance that would, in SECTION 3.4(C)the absence of this Section 7.10, result in the release or discharge by operation of law or otherwise of any Borrower or any Person from the performance or observance of any obligation, covenant or agreement contained herein. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which any Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to any Borrower against Bank.
Appears in 1 contract
Obligations Irrevocable. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the issuance of Letters of Credit hereunder subsequent to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit for the account of the Borrowers. The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, Agent for the account of LendersIssuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement or any of the other Loan Documents (the “Letter of Credit Documents; ”);
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to or under any Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which the Borrowers may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party to any of the Letter of Credit Documents or any other security for Loan Document to enforce, assert or exercise any right, power or remedy conferred upon the Secured Obligations Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, Issuing Lender, any Revolving Credit Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of Borrowers from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof.
(h) No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrowers have or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrowers against the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained in this Section 3.7 shall be deemed to prevent Borrowers, after satisfaction in full of the terms absolute and unconditional obligations of Borrowers hereunder with respect to such Letter of Credit, from asserting in a separate action any claim, defense, set off or other right which they (or any of the Loan Documents; (vthem) the occurrence may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Credit.
Appears in 1 contract
Samples: Revolving Credit Agreement (Obagi Medical Products, Inc.)
Obligations Irrevocable. Notwithstanding The obligations of the occurrence or continuance of a Default or Event of Default or other failure of Company and any condition Account Party to the issuance of Letters of Credit hereunder subsequent make payments to the Letters of Credit to be issued on the Effective Date, unless the Issuing Bank shall have received notice from the Required Lenders (which notice shall become effective on the third Business Day after receipt of such notice by the Issuing Bank unless otherwise agreed by the Issuing Bank) prior to a proposed issuance date of any Letter of Credit that such Lenders will not participate in any Letter of Credit to be issued on such date, the Issuing Bank may assume that each Lender will participate in such Letter of Credit in accordance with this SECTION 3.7, and the Issuing Bank may, in reliance upon such assumption, issue such Letter of Credit Agent for the account of Issuing Bank or the Borrowers. The obligations of each Lender to make payments to the Agent Revolving Credit Banks with respect to any Letter of Credit and their participations therein pursuant to the provisions of SECTION 4.8 hereof or otherwise and the obligations of the Borrowers to make payments to the Issuing Bank or to the Agent, for the account of LendersObligations under Section 3.6 hereof, shall be irrevocable, shall unconditional and irrevocable and not be subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement whatsoever, including, without limitation:
(assuming, in the case of the obligations of the Lenders to make such payments, that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ia) any Any lack of validity or enforceability of this Agreement any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to any Letter of Credit (the other Loan "Letter of Credit Documents; ");
(iib) the Any amendment, modification, waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with
(c) The existence of any claim, setoff, defense or other right which the Borrowers Company or any Account Party may have at any time against a any beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person persons or entities for whom any such beneficiary or any such transferee may be acting), any Lenderthe Agent, the Issuing Bank or any Revolving Credit Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of CreditCredit Documents, the transactions contemplated herein or therein or any unrelated transactions transactions;
(including any underlying transactions between the Borrowers d) Any draft or any other Person and the beneficiary named in statement or document presented under any Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit upon which payment has been made in good faith and according to its terms proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ;
(ive) Payment by the surrender or impairment Issuing Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any Collateral documents to bear any reference or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part of the Agent, Issuing Bank or any Revolving Credit Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Bank, any Revolving Credit Bank or any such party under this Agreement, any of the other Loan Documents or any of the Letter of Credit Documents, or any other security for acts or omissions on the Secured Obligations part of the Agent, Issuing Bank, any Revolving Credit Bank or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.7, result in the release or discharge by operation of law or otherwise of the Company or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Company or any Account Party against the Agent, Issuing Bank or any Revolving Credit Bank. Nothing contained in this Section 3.7 shall be deemed to prevent Company after satisfaction in full of the terms absolute and unconditional obligations of Company hereunder, from asserting in a separate action any of the Loan Documents; (v) the occurrence of claim, defense, set off or other right which it may have against Agent, Issuing Bank or any Default or Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for in SECTION 3.4(C)Revolving Credit Bank.
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