Obligations Irrevocable. The obligations of Borrower to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation: (a) 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”); (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 Letter of Credit Document; (c) The existence of any claim, setoff, defense or other right which Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (d) Any draft or other statement or document presented 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; (e) Payment by the 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 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 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit.
Appears in 3 contracts
Samples: Revolving Credit and Term Loan Agreement (Quinstreet, Inc), Revolving Credit and Term Loan Agreement (Quinstreet, Inc), Revolving Credit Agreement (Rackspace 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 Borrower 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 Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereofLenders, shall be unconditional and irrevocable and irrevocable, shall not be subject to any qualification or exception whatsoeverwhatsoever and shall be made in accordance with the terms and conditions of this Agreement (assuming, includingin the case of the obligations of the Lenders to make such payments, without limitation:
that the Letter of Credit has been issued in accordance with this ARTICLE 3), including any of the following circumstances: (ai) 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 Documents; (ii) 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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which Borrower the Borrowers may have at any time against any a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), the Agentany Lender, the Issuing Lender or any Revolving Credit Lender Bank or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, the transactions contemplated herein or therein any unrelated transactions (including any underlying transactions between the Borrowers or any unrelated transactions;
other Person and the beneficiary named in any Letter of Credit); (diii) Any draft any draft, certificate or any other statement or document presented under any 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;
; (eiv) Payment by the 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 surrender or impairment of any 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, Collateral or any other acts security for the Secured Obligations 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 the terms of any obligation or any defense of the Loan Documents; (v) the occurrence of any kind Default or nature which Borrower has Event of Default; or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower against (vi) the Agent, Issuing Lender or any Revolving Credit Lender. With respect 's failure to any Letter of Credit, nothing contained deliver to the Lenders the notice provided for in this Section 3.7 shall be deemed to prevent Borrower, after satisfaction in full of the 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditSECTION 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. The obligations of Borrower the Borrowers and any Account Party to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to any Letter of the other Loan Documents 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 Letter of Credit DocumentDocuments;
(c) The existence of any claim, setoff, defense or other right which Borrower the Borrowers or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the 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 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 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 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 Borrower the Borrowers or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower the Borrowers or any Account Party against the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 shall be deemed to prevent Borrowerthe Borrowers or the Account Parties, after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of Creditthe 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditLender.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Plastipak Holdings Inc), Revolving Credit Agreement (Plastipak Holdings Inc)
Obligations Irrevocable. The obligations of Borrower to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) 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”);
(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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the 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 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 Loan Document 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 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (LINC Logistics Co), Revolving Credit Agreement (Intcomex, Inc.)
Obligations Irrevocable. The obligations of Borrower the Company and any Account Party to make payments to Agent for the account of Issuing Lender Bank or the Revolving Credit Lenders Banks with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to any Letter of the other Loan Documents 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 Letter of Credit Document;with
(c) The existence of any claim, setoff, defense or other right which Borrower the Company or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender Bank or any Revolving Credit Lender Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the Issuing Lender 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 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 Bank or any Revolving Credit Lender 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 LenderBank, any Revolving Credit Lender 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, Issuing LenderBank, any Revolving Credit Lender 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 Borrower 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 Borrower the Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower the Company or any Account Party against the Agent, Issuing Lender Bank or any Revolving Credit LenderBank. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 shall be deemed a waiver of any claim or to prevent BorrowerCompany or the Account Parties, after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of CreditCompany 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, Issuing Lender Agent or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 2 contracts
Samples: Credit Agreement (Quantum Fuel Systems Technologies Worldwide Inc), Credit Agreement (Quantum Fuel Systems Technologies Worldwide Inc)
Obligations Irrevocable. The obligations of Borrower to make payments to the Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 3.7 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) 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”);
(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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which the Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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, other than in respect of the gross negligence or wilful misconduct of the Issuing Lender;
(e) Payment by the 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 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 Loan Document 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 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 3.73.8, 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 3.6 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 3.7 3.8 shall be deemed to prevent the Borrower, after satisfaction in full of the 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 them) may have against the Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Dragonwave Inc), Revolving Credit Agreement (Dragonwave Inc)
Obligations Irrevocable. The obligations of Borrower Borrowers to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) 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”);
(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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which Borrower Borrowers may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the 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 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 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 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 Borrower has Borrowers have or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower 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 Borrower, Borrowers (i) after satisfaction in full of the absolute and unconditional obligations of Borrower 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 Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditCredit or (ii) 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 Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are caused by the gross negligence or wilful misconduct of the Issuing Bank in 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. The obligations of the Borrower and any Account Party to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to any Letter of the other Loan Documents 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 Letter of Credit DocumentDocuments;
(c) The existence of any claim, setoff, defense or other right which the Borrower or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the 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 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 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 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 Revolving Credit Lender. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 shall be deemed to prevent Borrowerthe Borrower or the Account Parties, after satisfaction in full of the absolute and unconditional obligations of the Borrower hereunder with respect to such Letter of Creditand 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, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditLender.
Appears in 2 contracts
Samples: Credit Agreement (Noble International, Ltd.), Credit Agreement (Noble International, Ltd.)
Obligations Irrevocable. The obligations of Borrower to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, and the obligations of Banks to make Advances with respect to and purchase interests in, Letter of Credit Payments pursuant to Section 3.7 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack invalidity or unenforceability 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”)or any portions hereof or thereof;
(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 Letter of Credit Document;
(c) The the existence of any claim, setoffset-off, defense or other right which any Borrower or any Bank may have at any time against any a beneficiary or any transferee of any named in a Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting)Credit, the Agent, the Issuing Lender or any Revolving Credit Lender Bank or any other Person;
(c) any draft, whether certificate or any other document presented in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented under any a 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;
(d) the occurrence of any Default or Event of Default;
(e) Payment payment by the Issuing Lender to the beneficiary Agent (other than as a result of its gross negligence or willful misconduct) under any Letter of Credit against presentation of documents a draft or accompanying certificate which do does not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such the Letter of Credit;
(f) Any any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender Agent or any party to this Agreement or 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 Agent or any such party under this Agreement, any of the other Loan Documents Agreement 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 Agent or any such party; or;
(g) Any the 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 any of the foregoing, and any other event or circumstance action that would, in the absence of this Section 3.7clause, 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 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 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 (Agreement or any of them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Creditthe Documents.
Appears in 2 contracts
Samples: Credit Agreement (Talon Automotive Group Inc), Credit Agreement (Vs Holdings Inc)
Obligations Irrevocable. The obligations of Borrower Company and any Account Party to make payments to Agent for the account of the Issuing Lender Bank or of the Revolving Credit Lenders Banks with respect to Letter of Credit Reimbursement Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to such Letter of the other Loan Documents 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 Letter of Credit DocumentDocuments;
(c) The existence of any claim, setoff, defense or other right which Borrower the Company or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender Bank or any other PersonBank or any other person or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented under any Letter of Credit 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 comply with the terms of such Letter of Credit, including failure of any 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 Bank or any Revolving Credit Lender other 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, the Issuing LenderBank, any Revolving Credit Lender other 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, the Issuing LenderBank, any Revolving Credit Lender other Bank or any such party; or
(gf) 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 Company or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof3.6. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrower Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower Company or any Account Party against the Agent, the Issuing Lender Bank or any Revolving Credit Lenderother Bank. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 shall be deemed to prevent BorrowerCompany or the Account Parties, after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of CreditCompany 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 Issuing Lender Bank or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Alrenco Inc), Revolving Credit Agreement (Renters Choice Inc)
Obligations Irrevocable. The obligations of the Borrower to make payments to the Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) 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”);
(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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which the Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the 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 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 Loan Document 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 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 hereofhereof other than payment in full of the 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 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 them) may have against the Agent, Issuing Lender or any Revolving Credit Lender in 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. The obligations of Borrower Borrowers to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) 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”);
(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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which Borrower Borrowers may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the 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 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 Loan Document 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 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 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 Borrower has Borrowers have or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower 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 BorrowerBorrowers, after satisfaction in full of the absolute and unconditional obligations of Borrower 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 Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of 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. The obligations of Borrower the Lenders to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders LC Issuer with respect to a Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and irrevocable, not subject to any qualification or exception whatsoeverwhatsoever and shall be made in accordance with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming that the LC Issuer has issued such Letter of Credit in accordance with SECTION 2.18 and such Lender has not given a notice contemplated by SECTION 2.20(a) that continues in full force and effect), including, without limitation, any of the following circumstances:
(ai) 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”);
(bii) 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 the existence of any claim, setoffset-off, defense or other right which the Borrower may have at any time against any a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), the AgentLC Issuer, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, the transactions contemplated herein or therein or any unrelated transactions;
(diii) Any draft any draft, certificate or any other statement or document presented under the Letter of Credit 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 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;
(evi) Payment payment by the Issuing Lender to the beneficiary LC Issuer under any Letter of Credit against presentation of documents which do any draft or certificate that does not comply with the terms of such Letter of Credit, including failure except payment resulting from the gross negligence or willful misconduct of any documents to bear any reference or adequate reference to such Letter of Credit;the LC Issuer; or
(fvii) Any failureany other circumstances or happenings whatsoever, omission, delay whether or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party not similar to any of the Letter of Credit Documents to enforceforegoing, assert except circumstances or exercise any right, power happenings resulting from the gross negligence or remedy conferred upon the Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any willful misconduct 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditLC 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 Borrower 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 Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereofLenders, shall be unconditional and irrevocable and irrevocable, shall not be subject to any qualification or exception whatsoeverwhatsoever and shall be made in accordance with the terms and conditions of this Agreement (assuming, includingin the case of the obligations of the Lenders to make such payments, without limitation:
that the Letter of Credit has been issued in accordance with this Article 3), including any of the following circumstances: (ai) 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 Documents; (ii) 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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which Borrower the Borrowers may have at any time against any a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), the Agentany Lender, the Issuing Lender or any Revolving Credit Lender Bank or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, the transactions contemplated herein or therein any unrelated transactions (including any underlying transactions between the Borrowers or any unrelated transactions;
other Person and the beneficiary named in any Letter of Credit); (diii) Any draft any draft, certificate or any other statement or document presented under any 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;
; (eiv) Payment by the 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 surrender or impairment of any 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, Collateral or any other acts security for the Secured Obligations 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 of the terms of any of the Loan Documents; (v) the occurrence of any Default or agreement contained Event of Default; or (vi) the Agent's failure to deliver to the Lenders the notice provided for 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit3.4(c).
Appears in 1 contract
Samples: Loan and Security Agreement (Safety Components International Inc)
Obligations Irrevocable. The obligations of Borrower to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) 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”);
(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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the 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 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 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Quinstreet, Inc)
Obligations Irrevocable. The obligations of Borrower 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 its participation therein pursuant to the provisions of 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 Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereofLenders, shall be unconditional and irrevocable and irrevocable, shall not be subject to any qualification or exception whatsoeverwhatsoever 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 Section 3.4), including, without limitation, any of the following circumstances:
(ai) 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”);
(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 Letter of Credit Document;
(cii) The existence of any claim, setoffset-off, defense or other right which Borrower the Borrowers (or any of them) may have at any time against any a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), the Agentany Lender, FCC, the Issuing Lender or any Revolving Credit Lender Bank or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, the transactions contemplated herein or therein any unrelated transactions (including any underlying transactions between the Borrowers or any unrelated transactionsother Person and the beneficiary named in any Letter of Credit);
(diii) Any draft draft, certificate or any other statement or document presented under any 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;
(eiv) Payment by the 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 The surrender or impairment of any 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, Collateral or any other acts security for the Secured Obligations 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 obligationof the terms of any of the Loan Documents;
(v) The occurrence of any Default or Event of Default; or
(vi) FCC's, covenant the Issuing Bank's or agreement contained the Administrative Agent's failure to deliver the notice provided for 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit3.4(c).
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Mastec Inc)
Obligations Irrevocable. The obligations of Borrower to make payments to Agent for the account Bank of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, each Draw Amount shall be unconditional and irrevocable and shall not be subject to any qualification or exception whatsoever, including, without limitation, any of the following circumstances:
(a) Any any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating documents collateral to any Letter of Credit, this the Agreement or any of the other Loan Documents (the “Letter of Credit Documents”);
(b) Any the existence of any claim, set-off, defense, or other right which 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), Bank, or any other Person, whether in connection with the Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any other Person and the beneficiary named in any Letter of Credit);
(c) any draft, certificate, or any other document presented under the 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;
(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) the occurrence of any Default or Event of Default;
(f) 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 Documentor any documents collateral thereto;
(cg) The existence of any claim, setoff, defense or other right which Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment payment by the Issuing Lender 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 documents to bear any reference or adequate reference to such Letter of Credit;
(fh) Any 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 Bank to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Lender, any Revolving Credit Lender or any such party Bank under this Agreement, any of the other Loan Documents or Documents, any of the Letter Letters of Credit Documents, or any documents collateral thereto or any other acts or omissions on the part of the Agent, Issuing Lender, any Revolving Credit Lender or any such partyBank; or
(gi) Any any other event or circumstance that would, in the absence of this Section 3.7Section, result in the release or discharge by operation of law or otherwise of Borrower any Borrower, or any Person from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereofherein. 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 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower Borrowers to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof3.6, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) 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”);
(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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which Borrower Borrowers may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the 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 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 Loan Document 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 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 Borrowers from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof3.6. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrower has Borrowers have or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower 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 BorrowerBorrowers, after satisfaction in full of the absolute and unconditional obligations of Borrower 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 Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Multimedia Games Holding Company, Inc.)
Obligations Irrevocable. The obligations of Borrower the Borrowers and the applicable Account Party to make payments to Agent for the account of Issuing Lender Bank or the Revolving Credit Lenders Banks with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to any Letter of the other Loan Documents 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 Letter of Credit DocumentDocuments;
(c) The existence of any claim, setoff, defense or other right which Borrower the Borrowers or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender Bank or any Revolving Credit Lender Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the Issuing Lender 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 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 Bank or any Revolving Credit Lender 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 LenderBank, any Revolving Credit Lender 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, Issuing LenderBank, any Revolving Credit Lender 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 Borrower 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 Borrower Borrowers or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower the Borrowers or any Account Party or any one of them against the Agent, Issuing Lender Bank or any Revolving Credit LenderBank. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 shall be deemed to prevent Borrower, the Borrowers or the Account Parties after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of Creditthe 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 them) may have against Agent, Issuing Lender Bank or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Staktek Holdings Inc)
Obligations Irrevocable. The obligations of Borrower the Company and any Account Party to make payments to Administrative Agent for the account of Issuing Lender Bank or the Revolving Credit Lenders Banks with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to any Letter of the other Loan Documents 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 Letter of Credit Document;with
(c) The existence of any claim, setoff, defense or other right which Borrower the Company or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities Persons for whom any such beneficiary or any such transferee may be acting), the Administrative Agent, the Issuing Lender Bank or any Revolving Credit Lender Bank or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the Issuing Lender 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 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 Bank or any Revolving Credit Lender 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 LenderBank, any Revolving Credit Lender 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 Administrative Agent, Issuing LenderBank, any Revolving Credit Lender 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 Borrower 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 Borrower the Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower the Company or any Account Party against the Administrative Agent, Issuing Lender Bank or any Revolving Credit LenderBank. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 shall be deemed to prevent Borrowerthe Company or the Account Parties, after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of Creditthe 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 Administrative Agent, Issuing Lender Bank or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower the Borrowers to make payments to the Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof3.6, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) 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”);
(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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which Borrower the Borrowers may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the 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 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 Loan Document 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 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 the Borrowers from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof3.6. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrower has the Borrowers have or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower 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 Borrowerthe Borrowers, after satisfaction in full of the absolute and unconditional obligations of Borrower 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 Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (RetailMeNot, Inc.)
Obligations Irrevocable. The obligations of Borrower the Company and any Account Party to make payments to Agent for the account of Issuing Lender Bank or the Revolving Credit Lenders Banks with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable irrevocable, shall be paid strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, and not subject to any qualification or exception whatsoever, including, without limitation, the following circumstances, either alleged or established:
(a) Any lack of validity or enforceability of any Letter of Credit, any Standby Letter of Credit Agreement, or any other documentation relating to any Standby Letter of Credit, this Agreement Credit or to any transaction related in any way to any Standby Letter of the other Loan Documents Credit (the “"Standby 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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which Borrower the Company or any Account Party may have at any time against any beneficiary or any transferee of any Standby Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender Bank or any Revolving Credit Lender Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Standby Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented under any Standby Letter of Credit proving to be forged, fraudulent, erroneous, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(e) Payment by the Issuing Lender Bank to the beneficiary in good faith under any Standby Letter of Credit against presentation of a draft, certificate or other documents which do not comply with the terms of such Standby Letter of Credit, including failure of any 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 Bank or any Revolving Credit Lender 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 LenderBank, any Revolving Credit Lender 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 acts or omissions on the part of the Agent, Issuing LenderBank, any Revolving Credit Lender 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 Borrower 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 Borrower the Company or any Account Party has or may have against the beneficiary of any Standby Letter of Credit shall be available hereunder to Borrower the Company or any Account Party against the Agent, Issuing Lender Bank or any Revolving Credit LenderBank. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 shall be deemed to prevent Borrowerthe Company or the Account Parties, after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of Creditthe 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, Issuing Lender Bank or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 1 contract
Samples: Credit Agreement (Olympic Steel Inc)
Obligations Irrevocable. The obligations of Borrower the Lenders to make payments to Agent for the account Letter of Issuing Lender or the Revolving Credit Lenders Issuer with respect to a Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and irrevocable, not subject to any qualification or exception whatsoeverwhatsoever and shall be made in accordance with, but not subject to, the terms and conditions of this Agreement under all circumstances including, without limitation, any of the following circumstances:
(ai) 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”);
(bii) 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 the existence of any claim, setoffset-off, defense or other right which the Borrower may have at any time against any a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), the Letter of Credit Issuer, the Administrative Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, the transactions contemplated herein or therein or any unrelated transactions;
(diii) Any draft any draft, certificate or any other statement or document presented under the Letter of Credit 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 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;
(evi) Payment payment by the Issuing Lender to the beneficiary Letter of Credit Issuer under any Letter of Credit against presentation of documents which do any draft or certificate that does not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference except payment resulting from the gross negligence 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 willful misconduct of the Letter of Credit Documents Issuer; or
(vii) any other circumstances or happenings whatsoever, whether or not similar 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 foregoing, except circumstances or any happenings resulting from the gross negligence or willful misconduct 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditIssuer.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower the Company and any Account Party to make payments to Agent for the account of Issuing Lender Bank or the Revolving Credit Lenders Banks with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to any Letter of the other Loan Documents 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 Letter of Credit DocumentDocuments;
(c) The existence of any claim, setoff, defense or other right which Borrower the Company or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender Bank or any Revolving Credit Lender Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the Issuing Lender 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 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 Bank or any Revolving Credit Lender 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 LenderBank, any Revolving Credit Lender 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, Issuing LenderBank, any Revolving Credit Lender 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 Borrower 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 Borrower the Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower the Company or any Account Party against the Agent, Issuing Lender Bank 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower the Company and any Account Party to make payments to Agent for the account of Issuing Lender Bank or the Revolving Credit Lenders Banks with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to any Letter of the other Loan Documents 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 Letter of Credit Document;with
(c) The existence of any claim, setoff, defense or other right which Borrower the Company or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender Bank or any Revolving Credit Lender Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the Issuing Lender 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 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 Bank or any Revolving Credit Lender 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 LenderBank, any Revolving Credit Lender 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, Issuing LenderBank, any Revolving Credit Lender 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 Borrower 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 Borrower the Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower the Company or any Account Party against the Agent, Issuing Lender Bank or any Revolving Credit LenderBank. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 shall be deemed to prevent Borrower, Company after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of CreditCompany hereunder, from asserting in a separate action any claim, defense, set off or other right which they (or any of them) it may have against Agent, Issuing Lender Bank or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower the Borrowers and any Account Party to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to any Letter of the other Loan Documents 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 Letter of Credit DocumentDocuments;
(c) The existence of any claim, setoff, defense or other right which Borrower the Borrowers or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented under any Letter of Credit 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, including failure of any documents to bear any reference absent gross negligence or adequate reference to such Letter of Credit;willful misconduct; or
(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 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 the Borrowers or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower the Borrowers or any Account Party against the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 shall be deemed to prevent Borrowerthe Borrowers or the Account Parties, after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of Creditthe 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditLender.
Appears in 1 contract
Samples: Revolving Credit Agreement (Capital Automotive Reit)
Obligations Irrevocable. The obligations of Borrower the Lenders to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders LC Issuer with respect to a Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and irrevocable, not subject to any qualification or exception whatsoeverwhatsoever and shall be made in accordance with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming that the LC Issuer has issued such Letter of Credit in accordance with SECTION 2.18 and such Lender has not given a notice contemplated by SECTION 2.20(a) that continues in full force and effect), including, without limitation, any of the following circumstances:
(ai) 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”);
(bii) 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 the existence of any claim, setoffset-off, defense or other right which Borrower the Borrowers may have at any time against any a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), the AgentLC Issuer, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, the transactions contemplated herein or therein or any unrelated transactions;
(diii) Any draft any draft, certificate or any other statement or document presented under the Letter of Credit 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 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;
(evi) Payment payment by the Issuing Lender to the beneficiary LC Issuer under any Letter of Credit against presentation of documents which do any draft or certificate that does not comply with the terms of such Letter of Credit, including failure except payment resulting from the gross negligence or willful misconduct of any documents to bear any reference or adequate reference to such Letter of Credit;the LC Issuer; or
(fvii) Any failureany other circumstances or happenings whatsoever, omission, delay whether or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party not similar to any of the Letter of Credit Documents to enforceforegoing, assert except circumstances or exercise any right, power happenings resulting from the gross negligence or remedy conferred upon the Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any willful misconduct 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditLC Issuer.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof3.6, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) 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”);
(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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the 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 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 Loan Document 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 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 hereof3.6. 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Universal Truckload Services, Inc.)
Obligations Irrevocable. The obligations of Borrower the Banks to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders Bank with respect to a Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and irrevocable, not subject to any qualification or exception whatsoeverwhatsoever and shall be made in accordance with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming that the Issuing Bank has issued such Letter of Credit in accordance with Section 2.16(d)), including, without limitation, any of the following circumstances:
(aA) 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”);
(bB) 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 the existence of any claim, setoffset-off, defense or other right which the Borrower may have at any time against any a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), the Issuing Bank, the Administrative Agent, the Issuing Lender or any Revolving Credit Lender Bank or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, the transactions contemplated herein or therein or any unrelated transactions;
(dC) Any draft any draft, certificate or any other statement or document presented under any the Letter of Credit proving proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(eD) Payment 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 by the Issuing Lender to the beneficiary Bank under any Letter of Credit against presentation of documents which do 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;
(F) payment by the Issuing Bank under any Letter of Credit against presentation of any draft or certificate that does not comply with the terms of such Letter of Credit, including failure except payment resulting from the gross negligence or willful misconduct of any documents to bear any reference or adequate reference to such Letter of Credit;the Issuing Bank; or
(fG) Any failureany other circumstances or happenings whatsoever, omission, delay whether or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party not similar to any of the Letter of Credit Documents to enforceforegoing, assert except circumstances or exercise any right, power happenings resulting from the gross negligence or remedy conferred upon the Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any willful misconduct 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower the Borrowers and any Account Party to make payments to Agent for the account of Issuing Lender Bank or the Revolving Credit Lenders Banks with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to any Letter of the other Loan Documents 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 Letter of Credit DocumentDocuments;
(c) The existence of any claim, setoff, defense or other right which Borrower the Borrowers or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender Bank or any Revolving Credit Lender Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the Issuing Lender 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 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 Bank or any Revolving Credit Lender 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 LenderBank, any Revolving Credit Lender 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, Issuing LenderBank, any Revolving Credit Lender 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 Borrower 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 Borrower the Borrowers or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower the Borrowers or any Account Party against the Agent, Issuing Lender Bank or any Revolving Credit LenderBank. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 shall be deemed to prevent Borrowerthe Borrowers or the Account Parties, after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of Creditthe 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 them) may have against Agent, Issuing Lender Bank or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 1 contract
Samples: Credit Agreement (Saturn Electronics & Engineering Inc)
Obligations Irrevocable. The obligations of the Borrower to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) 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”);
(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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the 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 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 Loan Document 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 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Universal Truckload Services, Inc.)
Obligations Irrevocable. The obligations of Borrower Borrowers to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) 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”);
(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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which Borrower Borrowers may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the 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 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 Loan Document 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 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 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 Borrower has Borrowers have or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower 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 BorrowerBorrowers, after satisfaction in full of the absolute and unconditional obligations of Borrower 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 Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit.
Appears in 1 contract
Samples: Revolving Credit Agreement (Obagi Medical Products, Inc.)
Obligations Irrevocable. The obligations of Borrower the Banks to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders Issuer with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and irrevocable, not subject to any qualification or exception whatsoeverwhatsoever and shall be made in accordance with, but not subject to, the terms and conditions of the Agreement under all circumstances (assuming that the Issuer has issued such Letter of Credit in accordance with this Article 2A) that continues in full force and effect), including, without limitation:
, any of the following circumstances: (ai) 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 the Agreement or any of the other Loan Documents Documents; (ii) 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 Letter of Credit Document;
(c) The existence of any claim, setoffset-off, defense or other right which the Borrower may have at any time against any a beneficiary named in a Letter of Loan or any transferee of any Letter of Credit Loan (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), the AgentIssuer, the Issuing Lender or any Revolving Credit Lender Bank or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, the transactions contemplated herein or therein or any unrelated transactions;
; (diii) Any draft any draft, certificate or any other statement or document presented under the Letter of Credit 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 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;
; (evi) Payment payment by the Issuing Lender to the beneficiary Issuer under any Letter of Credit against presentation of documents which do any draft or certificate that does not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference except payment resulting from the gross negligence or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part willful misconduct of the AgentIssuer; or (vii) any other circumstances or happenings whatsoever, Issuing Lender whether or any Revolving Credit Lender or any party not similar to any of the Letter of Credit Documents to enforceforegoing, assert except circumstances or exercise any right, power happenings resulting from the gross negligence or remedy conferred upon the Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any willful misconduct 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditIssuer.
Appears in 1 contract
Samples: Credit Agreement (Avado Brands Inc)
Obligations Irrevocable. The obligations of Borrower the Lenders to make payments to Agent for the account Letter of Issuing Lender or the Revolving Credit Lenders Issuer with respect to a Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and irrevocable, not subject to any qualification or exception whatsoeverwhatsoever and shall be made in accordance with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming that the Letter of Credit Issuer has issued such Letter of Credit in accordance with Section 11.04 and such Lender has not given a notice contemplated by Section 11.06(a) that continues in full force and effect), including, without limitation, any of the following circumstances:
(ai) 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”);
(bii) 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 the existence of any claim, setoffset-off, defense or other right which the Borrower may have at any time against any a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), the Letter of Credit Issuer, the Administrative Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, the transactions contemplated herein or therein or any unrelated transactions;
(diii) Any draft any draft, certificate or any other statement or document presented under the Letter of Credit 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 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;
(evi) Payment payment by the Issuing Lender to the beneficiary Letter of Credit Issuer under any Letter of Credit against presentation of documents which do any draft, certificate or other document that does not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference except payment resulting from the gross negligence 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 willful misconduct of the Letter of Credit Documents Issuer; or
(vii) any other circumstances or happenings whatsoever, whether or not similar 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 foregoing, except circumstances or any happenings resulting from the gross negligence or willful misconduct 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditIssuer.
Appears in 1 contract
Samples: Credit Agreement (Usa Truck Inc)
Obligations Irrevocable. The obligations of Borrower to make payments to Agent for the account Lender of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, each Draw Amount shall be unconditional and irrevocable and shall not be subject to any qualification or exception whatsoever, including, without limitation, any of the following circumstances:
(a) Any any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating documents collateral to any Letter of Credit, this Agreement or any of the other Loan Documents (the “Letter of Credit Documents”);
(b) Any the existence of any claim, set-off, defense, or other right which 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), 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 Borrower or any other Person and the beneficiary named in any Letter of Credit);
(c) any draft, certificate, or any other document presented under the 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;
(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) the occurrence of any Default or Event of Default;
(f) 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 Documentor any documents collateral thereto;
(cg) The existence of any claim, setoff, defense or other right which Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment payment by the 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 documents to bear any reference or adequate reference to such Letter of Credit;
(fh) Any 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 Documents, any of the Letter Letters of Credit Documents, or any documents collateral thereto or any other acts or omissions on the part of the Agent, Issuing Lender, any Revolving Credit Lender or any such party; or
(gi) Any any other event or circumstance that would, in the absence of this Section 3.7Section, 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 in Section 3.6 hereofherein. 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit.
Appears in 1 contract
Samples: Loan and Security Agreement (Access Worldwide Communications Inc)
Obligations Irrevocable. The obligations of Borrower the Revolving Borrowers and any Account Party to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders Banks with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to any Letter of the other Loan Documents 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 Letter of Credit DocumentDocuments;
(c) The existence of any claim, setoff, defense or other right which Borrower the Borrowers or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender Agent or any Revolving Credit Lender Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the Issuing Lender 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 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 Agent or any Revolving Credit Lender 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 Lender, any Revolving Credit Lender 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, Issuing Lender, any Revolving Credit Lender 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 Borrower 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 Borrower the Borrowers or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower the Borrowers or any Account Party against the Agent, Issuing Lender Agent or any Revolving Credit LenderBank. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 shall be deemed to prevent Borrowerthe Borrowers or the Account Parties, after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of Creditthe 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 them) may have against Agent, Issuing Lender Agent or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Autocam Corp/Mi)
Obligations Irrevocable. The obligations of Borrower Company and any other Account Party to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to any Letter of the other Loan Documents 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 Letter of Credit DocumentDocuments;
(c) The existence of any claim, setoff, defense or other right which Borrower the Company or any other Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender Agent or any Revolving Credit Lender or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the Issuing Lender 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 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 Agent 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 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 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 Borrower Company or any other Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower Company or any other Account Party against the Agent, Issuing Lender Agent or any Revolving Credit Lender. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 shall be deemed to prevent BorrowerCompany or the other Account Parties, after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of CreditCompany 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 them) may have against Agent, Issuing Lender Agent or any Revolving Credit Lender in connection with such Letter of CreditLender.
Appears in 1 contract
Samples: Long Term Revolving Credit Agreement (Vishay Intertechnology Inc)
Obligations Irrevocable. The obligations of Borrower to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) 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”");
(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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the 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 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 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Englobal Corp)
Obligations Irrevocable. The obligations of Borrower the Company and any Account Party to make payments to Agent for the account of Issuing Lender Bank or the Revolving Credit Lenders Banks with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable irrevocable, shall be paid strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, and not subject to any qualification or exception whatsoever, including, without limitation, the following circumstances, either alleged or established:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to any Letter of the other Loan Documents 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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which Borrower the Company or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender Bank or any Revolving Credit Lender Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, erroneous, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(e) Payment by the Issuing Lender Bank to the beneficiary in good faith under any Letter of Credit against presentation of a draft, certificate or other documents which do not comply with the terms of such Letter of Credit, including failure of any 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 Bank or any Revolving Credit Lender 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 LenderBank, any Revolving Credit Lender 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, Issuing LenderBank, any Revolving Credit Lender 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 Borrower 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 Borrower the Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower the Company or any Account Party against the Agent, Issuing Lender Bank or any Revolving Credit LenderBank. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 shall be deemed to prevent Borrowerthe Company or the Account Parties, after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of Creditthe 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, Issuing Lender Bank or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 1 contract
Samples: Credit Agreement (Olympic Steel Inc)
Obligations Irrevocable. The obligations of Borrower to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof4(e) of Schedule 1, shall be absolute, unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, including without limitation:
(ai) Any lack invalidity or unenforceability 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 or any of Credit Documents”)their provisions;
(bii) 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 the existence of any claim, setoffset-off, defense or other right which Borrower may have at any time against any a beneficiary or any transferee of any named in a Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting)Credit, the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person;
(iii) any draft, whether certificate or any other document presented in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented under any a 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, except to the extent resulting from the willful misconduct or gross negligence on the part of Bank;
(eiv) Payment the occurrence of any Default or Event of Default;
(v) payment by the Issuing Lender to the beneficiary Bank under any Letter of Credit against presentation of documents a draft or accompanying certificate which do does not strictly comply with the terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such the Letter of Credit;
(fvi) Any any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender Bank or any party to this Agreement or 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 Bank or any such party under this Agreement, any of the other Loan Documents Agreement 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 Bank or any such party; or;
(gvii) Any the 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 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 circumstance action that would, in the absence of this Section 3.7clause and other than as a result of the misconduct or gross negligence of Bank, 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 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 (Agreement or any of them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Creditthe Documents.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower Company and any Account Party to make payments to Agent for the account of the Issuing Lender Bank or of the Revolving Credit Lenders Banks with respect to Letter of Credit Reimbursement Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to such Letter of the other Loan Documents 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 Letter of Credit DocumentDocuments;
(c) The existence of any claim, setoff, defense or other right which Borrower the Company or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender Bank or any other PersonBank or any other person or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented under any Letter of Credit 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 Absent gross negligence or willful misconduct on the part of the Issuing Lender to the beneficiary under Bank or Banks, any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any 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 Bank or any Revolving Credit Lender other 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, the Issuing LenderBank, any Revolving Credit Lender other 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, the Issuing LenderBank, any Revolving Credit Lender other Bank or any such party; or
(gf) Any 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 Borrower Company or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof3.6. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrower Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower Company or any Account Party against the Agent, the Issuing Lender Bank or any Revolving Credit Lenderother Bank. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 shall be deemed to prevent BorrowerCompany or the Account Parties, after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of CreditCompany 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 Issuing Lender Bank or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 1 contract
Samples: Revolving Credit Agreement (Meadowbrook Insurance Group Inc)
Obligations Irrevocable. The obligations of Borrower to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, and the obligations of Banks to make Advances with respect to and purchase interests in, Letter of Credit Payments pursuant to Section 3.7 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack invalidity or unenforceability 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”)or any portions hereof or thereof;
(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 Letter of Credit Document;
(c) The the existence of any claim, setoffset-off, defense or other right which Borrower or any Bank may have at any time against any a beneficiary or any transferee of any named in a Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting)Credit, the Agent, the Issuing Lender or any Revolving Credit Lender Bank or any other Person;
(c) any draft, whether certificate or any other document presented in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented under any a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respectrespect except to the extent resulting from the gross negligence or willful misconduct of Agent;
(d) the occurrence of any Default or Event of Default;
(e) Payment payment by the Issuing Lender to the beneficiary Agent (other than as a result of its gross negligence or willful misconduct) under any Letter of Credit against presentation of documents a draft or accompanying certificate which do does not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such the Letter of Credit;
(f) Any any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender Agent or any party to this Agreement or 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 Agent or any such party under this AgreementAgreement or any Documents;
(g) the 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 other Loan Documents validity of this Agreement or any of the Letter of Credit Documents, in any such proceedings; and
(h) except to the extent resulting from the gross negligence or willful misconduct of Agent, any other acts circumstance or omissions on the part happening whatsoever, whether or not similar to any of the Agentforegoing, Issuing Lender, and any Revolving Credit Lender or any such party; or
(g) Any other event or circumstance action that would, in the absence of this Section 3.7clause, 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. 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 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 (Agreement or any of them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Creditthe Documents.
Appears in 1 contract
Samples: Revolving Credit Agreement (Republic Automotive Parts Inc)
Obligations Irrevocable. The obligations of Borrower 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 its participation therein pursuant to the provisions of this SECTION 3.7 or otherwise and the obligations of the Borrowers to make payments to FCC, the Bank or to the Administrative Agent, for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereofLenders, shall be unconditional and irrevocable and irrevocable, shall not be subject to any qualification or exception whatsoeverwhatsoever and shall be made in accordance with the terms and conditions of this Agreement (assuming, includingin the case of the obligations of the Lenders to make such payments, without limitationthat the Letter of Credit has been issued in accordance with SECTION 3.4), including any of the following circumstances:
(ai) 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”);
(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 Letter of Credit Document;
(cii) The existence of any claim, setoffset-off, defense or other right which Borrower the Borrowers (or any of them) may have at any time against any a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), the Agentany Lender, FCC, the Issuing Lender or any Revolving Credit Lender Bank or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, the transactions contemplated herein or therein any unrelated transactions (including any underlying transactions between the Borrowers or any unrelated transactionsother Person and the beneficiary named in any Letter of Credit);
(diii) Any draft draft, certificate or any other statement or document presented under any 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;
(eiv) Payment by the 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 The surrender or impairment of any 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, Collateral or any other acts security for the Secured Obligations 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 the terms of any obligation or any defense of the Loan Documents;
(v) The occurrence of any kind Default or nature which Borrower has Event of Default; or
(vi) FCC's, the Bank's or may have against the beneficiary of any Letter of Credit shall be available hereunder Administrative Agent's failure to Borrower against deliver the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained notice provided for in this Section 3.7 shall be deemed to prevent Borrower, after satisfaction in full of the 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditSECTION 3.4(C).
Appears in 1 contract
Samples: Loan and Security Agreement (American Tire Distributors Inc)
Obligations Irrevocable. The obligations of Borrower Borrowers to make payments to Agent for the account Bank of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, each Draw Amount shall be unconditional and irrevocable and shall not be subject to any qualification or exception whatsoever, including, without limitation, any of the following circumstances:
(a) Any any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating documents collateral to any Letter of Credit, this Agreement or any of the other Loan Documents (the “Letter of Credit Documents”);
(b) Any the existence of any claim, set-off, defense, or other right which 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), 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 any Borrower or any other Person and the beneficiary named in any Letter of Credit);
(c) any draft, certificate, or any other document presented under the 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;
(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) the occurrence of any Default or Event of Default;
(f) 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 Documentor any documents collateral thereto;
(cg) The existence of any claim, setoff, defense or other right which Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment payment by the Issuing Lender 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 documents to bear any reference or adequate reference to such Letter of Credit;
(fh) Any 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 Bank to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Lender, any Revolving Credit Lender or any such party Bank under this Agreement, any of the other Loan Documents or Documents, any of the Letter Letters of Credit Documents, or any documents collateral thereto or any other acts or omissions on the part of the Agent, Issuing Lender, any Revolving Credit Lender or any such partyBank; or
(gi) Any any other event or circumstance that would, in the absence of this Section 3.77.10, 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 in Section 3.6 hereofherein. 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 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower each Lender to make payments to the Agent with respect to any Letter of Credit or with respect to its participation therein or with respect to any Credit Support for any Letter of Credit or with respect to the Revolving Loans made as a result of 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 Agent, for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereofLenders, shall be unconditional and irrevocable and irrevocable, not subject to any qualification or exception whatsoever, including, without limitationincluding any of the following circumstances:
(ai) 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”);
(bii) 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 the existence of any claim, setoff, defense or other right which any Borrower may have at any time against any a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), any Lender, the Agent, the Issuing Lender or any Revolving Credit Lender issuer of such Letter of Credit, or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, the transactions contemplated herein or therein any unrelated transactions (including any underlying transactions between any Borrower or any unrelated transactionsother Person and the beneficiary named in any Letter of Credit);
(diii) Any draft any draft, certificate or any other statement or document presented under any the 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;
(eiv) Payment by the 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 surrender or impairment of any 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 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 security for the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of the terms of any obligation or any defense of the Loan Documents;
(v) the occurrence of any kind Default or nature which Borrower has Event of Default; or
(vi) the failure 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 may have preclude a Borrower's right to institute an independent claim against the beneficiary of any Letter of Credit shall be available hereunder to Borrower against the Agent, Issuing Lender Issuer for gross negligence 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Creditwillful misconduct.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower the Lenders to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders Issuers with respect to a Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and irrevocable, not subject to any qualification or exception whatsoeverwhatsoever and shall be made in accordance with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming that an Issuer has issued such Letter of Credit in accordance with Section 2.17 and such Lender has not given a notice contemplated by Section 2.20(a) that continues in full force and effect), including, without limitation, any of the following circumstances:
(ai) 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”);
(bii) 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 the existence of any claim, setoffset-off, defense or other right which the Borrower may have at any time against any a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), the Administrative Agent, the Issuing Lender or any Revolving Credit Issuer, any Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, the transactions contemplated herein or therein or any unrelated transactions;
(diii) Any draft any draft, certificate or any other statement or document presented under the Letter of Credit 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 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;
(evi) Payment payment by the Issuing Lender to the beneficiary Issuer under any Letter of Credit against presentation of documents which do any draft or certificate that does not comply with the terms of such Letter of Credit, including failure except payment resulting from the gross negligence or willful misconduct of any documents to bear any reference or adequate reference to such Letter of Credit;the Issuer; or
(fvii) Any failureany other circumstances or happenings whatsoever, omission, delay whether or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party not similar to any of the Letter of Credit Documents to enforceforegoing, assert except circumstances or exercise any right, power happenings resulting from the gross negligence or remedy conferred upon the Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any willful misconduct 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditIssuer.
Appears in 1 contract
Samples: Credit Agreement (Airborne Inc /De/)
Obligations Irrevocable. The obligations of Borrower Company and any Account Party to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders Banks with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to such Letter of the other Loan Documents 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 or under any of the Letter of Credit DocumentDocuments;
(c) The existence of any claim, setoff, defense or other right which Borrower the Company or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender Agent or any Revolving Credit Lender Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the Issuing Lender Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such the Letter of Credit, including failure of any 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 Agent or any Revolving Credit Lender 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 Lender, any Revolving Credit Lender 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, Issuing Lender, any Revolving Credit Lender 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 Borrower 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 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit3.6.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower Company and any Account Party to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders Bank with respect to Letter of Credit Reimbursement Obligations under Section 3.6 3.5 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to such Letter of the other Loan Documents 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 Letter of Credit DocumentDocuments;
(c) The existence of any claim, setoff, defense or other right which Borrower the Company or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented under any Letter of Credit 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 Absent gross negligence or willful misconduct on the Issuing Lender to part of the beneficiary under Bank, any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any 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 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 Lender, any Revolving Credit Lender or any such party under this AgreementBank, any of the other Loan Documents or any of the Letter of Credit Documents, or any other acts or omissions on the part of Bank;
(f) Absent gross negligence or willful misconduct on the Agent, Issuing Lenderpart of Bank or Banks, any Revolving Credit Lender or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section 3.73.6, result in the release or discharge by operation of law or otherwise of Borrower Company or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof3.5. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrower Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower against the Agent, Issuing Lender Company or any Revolving Credit LenderAccount Party against Bank. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 3.6 shall be deemed to prevent BorrowerCompany or the Account Parties, after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of CreditCompany 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, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower the Borrowers to make payments to the Agent for the account of the Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof3.6, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) 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”);
(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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which Borrower the Borrowers may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the 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 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 Loan Document to enforce, assert or exercise any right, power or remedy conferred upon the 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; oror 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 Borrower the Borrowers from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof3.6. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrower has the Borrowers have or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower 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 Borrowerthe Borrowers, after satisfaction in full of the absolute and unconditional obligations of Borrower 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 Agent, the Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (RetailMeNot, Inc.)
Obligations Irrevocable. The obligations of Borrower the Lenders to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders an Issuer with respect to Letter certain Letters of Credit Obligations under Section 3.6 hereof, pursuant to SECTION 2.15(b) shall be unconditional and irrevocable and irrevocable, not subject to any qualification or exception whatsoeverwhatsoever and shall be made in accordance with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming, in the case of In-Line Standby Letters of Credit, that the Administrative Agent has issued such Letter of Credit in accordance with SECTION 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, without limitation:
, any of the following circumstances: (ai) 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”);
; (bii) 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 the existence of any claim, setoffset-off, defense or other right which the Borrower may have at any time against any a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), the AgentIssuer, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, the transactions contemplated herein or therein or any unrelated transactions;
; (diii) Any draft any draft, certificate or any other statement or document presented under the Letter of Credit 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 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;
; (evi) Payment payment by the Issuing Lender to the beneficiary Issuer under any Letter of Credit against presentation of documents which do any draft or certificate that does not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference except payment resulting from the gross negligence or adequate reference to such Letter of Credit;
(f) Any failure, omission, delay or lack on the part willful misconduct of the AgentIssuer; or (vii) any other circumstances or happenings whatsoever, Issuing Lender whether or any Revolving Credit Lender or any party not similar to any of the Letter of Credit Documents to enforceforegoing, assert except circumstances 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 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 happenings resulting from the performance gross negligence or observance willful misconduct of any obligationan Issuer, 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 as 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Creditthat Issuer.
Appears in 1 contract
Samples: Credit and Security Agreement (Thomaston Mills Inc)
Obligations Irrevocable. The obligations of Borrower the Lenders to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders Bank with respect to a Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and irrevocable, not subject to any qualification or exception whatsoeverwhatsoever and shall be made in accordance with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming that the Issuing Bank has issued such Letter of Credit in accordance with Section 3.04 and such Lender has not given a notice contemplated by Section 3.06(a) that continues in full force and effect), including, without limitation, any of the following circumstances:
(ai) 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”);
(bii) 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 the existence of any claim, setoffset-off, defense or other right which the Borrower or any Loan Party may have at any time against any a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), the Issuing Bank, the Administrative Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, the transactions contemplated herein or therein or any unrelated transactions;
(diii) Any draft any draft, certificate or any other statement or document presented under the Letter of Credit 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 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;
(evi) Payment payment by the Issuing Lender to the beneficiary Bank under any Letter of Credit against presentation of documents which do any draft or certificate that does not comply with the terms of such Letter of Credit, including failure except payment resulting from the gross negligence or willful misconduct of any documents to bear any reference or adequate reference to such Letter of Credit;the Issuing Bank; or
(fvii) Any failureany other circumstances or happenings whatsoever, omission, delay whether or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party not similar to any of the Letter of Credit Documents to enforceforegoing, assert except circumstances or exercise any right, power happenings resulting from the gross negligence or remedy conferred upon the Agent, Issuing Lender, any Revolving Credit Lender or any such party under this Agreement, any willful misconduct 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower the Banks to make payments to Agent for the account Letter of Issuing Lender or the Revolving Credit Lenders Issuer with respect to a Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and irrevocable, not subject to any qualification or exception whatsoeverwhatsoever and shall be made in accordance with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming that the Letter of Credit Issuer has issued such Letter of Credit in accordance with Section 3.04 and such Bank has not given a notice contemplated by Section 3.06(a) that continues in full force and effect), including, without limitation, any of the following circumstances:
(ai) 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”);
(bii) 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 the existence of any claim, setoffset-off, defense or other right which the Borrower or any Loan Party may have at any time against any a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), the Letter of Credit Issuer, the Agent, the Issuing Lender or any Revolving Credit Lender Bank or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, the transactions contemplated herein or therein or any unrelated transactions;
(diii) Any draft any draft, certificate or any other statement or document presented under the Letter of Credit 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 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;
(evi) Payment payment by the Issuing Lender to the beneficiary Letter of Credit Issuer under any Letter of Credit against presentation of documents which do any draft or certificate that does not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference except payment resulting from the gross negligence 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 willful misconduct of the Letter of Credit Documents Issuer; or
(vii) any other circumstances or happenings whatsoever, whether or not similar 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 foregoing, except circumstances or any happenings resulting from the gross negligence or willful misconduct 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditIssuer.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower the Company and any Account Party to make payments to Agent for the account of Issuing Lender Bank or the Revolving Credit Lenders Banks with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to any Letter of the other Loan Documents 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 Letter of Credit Document;with
(c) The existence of any claim, setoff, defense or other right which Borrower the Company or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender Bank or any Revolving Credit Lender Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the Issuing Lender 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 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 Bank or any Revolving Credit Lender 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 LenderBank, any Revolving Credit Lender 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, Issuing LenderBank, any Revolving Credit Lender 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 Borrower 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 Borrower the Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower the Company or any Account Party against the Agent, Issuing Lender Bank or any Revolving Credit LenderBank. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 shall be deemed to prevent Borrowerthe Company or the Account Parties, after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of Creditthe 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, Issuing Lender Bank or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower the Company and any Account Party to make payments to Agent for the account of Issuing Lender Bank or the Revolving Credit Lenders Banks with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to any Letter of the other Loan Documents 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 Letter of Credit Document;with
(c) The existence of any claim, setoff, defense or other right which Borrower the Company or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender Bank or any Revolving Credit Lender Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the Issuing Lender 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 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 Bank or any Revolving Credit Lender 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 LenderBank, any Revolving Credit Lender 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, Issuing LenderBank, any Revolving Credit Lender 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 Borrower 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 Borrower the Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower the Company or any Account Party against the Agent, Issuing Lender Bank or any Revolving Credit LenderBank. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 shall be deemed a waiver of any claim or to prevent BorrowerCompany or the Account Parties, after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of CreditCompany 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, Issuing Lender Agent or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower the Lenders to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders Wachovia with respect to a Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and irrevocable, not subject to any qualification or exception whatsoeverwhatsoever and shall be made in accordance with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming that Wachovia has issued such Letter of Credit in accordance with SECTION 2.17 and such Lender has not given a notice contemplated by SECTION 2.19(a) that continues in full force and effect), including, without limitation, any of the following circumstances:
(ai) 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”);
(bii) 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 the existence of any claim, setoffset-off, defense or other right which the Borrower may have at any time against any a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), the AgentWachovia, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, the transactions contemplated herein or therein or any unrelated transactions;
(diii) Any draft any draft, certificate or any other statement or document presented under the Letter of Credit 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 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;
(evi) Payment payment by the Issuing Lender to the beneficiary Wachovia under any Letter of Credit against presentation of documents which do any draft or certificate that does not comply with the terms of such Letter of Credit, including failure except payment resulting from the gross negligence or willful misconduct of any documents to bear any reference or adequate reference to such Letter of Credit;Wachovia; or
(fvii) Any failureany other circumstances or happenings whatsoever, omission, delay whether or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party not similar to any of the Letter of Credit Documents to enforceforegoing, assert except circumstances 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 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 happenings resulting from the performance gross negligence or observance willful misconduct 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditWachovia.
Appears in 1 contract
Samples: Credit and Security Agreement (Thomas & Betts Corp)
Obligations Irrevocable. The obligations of Borrower Company and any other Account Party to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to any Letter of the other Loan Documents 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 Letter of Credit DocumentDocuments;
(c) The existence of any claim, setoff, defense or other right which Borrower Company or any other Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the 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 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 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 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 Borrower Company or any other Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower Company or any other Account Party 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 BorrowerCompany or the other Account Parties, after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of CreditCompany 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a1) Any lack invalidity or unenforceability 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 Related Loan Documents (the “Letter or any of Credit Documents”)their provisions;
(b2) 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 the existence of any claim, setoffset-off, defense or other right which Borrower may have at any time against any a beneficiary or any transferee named in a letter of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting)credit, the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person;
(3) any draft, whether certificate or any other document presented in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented under any a 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, except to the extent resulting from the willful misconduct or gross negligence on the part of Bank;
(e4) Payment the occurrence of any Default or Event of Default;
(5) payment by the Issuing Lender to the beneficiary Bank under any Letter of Credit against presentation of documents a draft or accompanying certificate which do does not strictly comply with the terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such the Letter of Credit;
(f6) Any any failure, omission, delay or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender Bank or any party to this Agreement or any of the Letter of Credit Related Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Lender, any Revolving Credit Lender Bank or any such party under this Agreement, any of the other Loan Documents Agreement 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 Bank or any such party; or;
(g7) Any the 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 any of the foregoing, and any other event or circumstance action that would, in the absence of this Section 3.7clause and other than as a result of the misconduct or gross negligence of Bank, 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 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 (Agreement or any of them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Creditthe Related Documents.
Appears in 1 contract
Samples: Loan and Security Agreement (Energy Recovery, Inc.)
Obligations Irrevocable. The obligations of Borrower Company and any other Account Party to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to any Letter of the other Loan Documents 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 Letter of Credit DocumentDocuments;
(c) The existence of any claim, setoff, defense or other right which Borrower Company or any other Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the 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 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 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 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 Borrower Company or any other Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower Company or any other Account Party 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 BorrowerCompany or the other Account Parties, after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of CreditCompany 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit.
Appears in 1 contract
Obligations Irrevocable. 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 5.7(C) hereof or otherwise and the obligations of the Borrower to make payments to Agent NationsBank or to the Agent, for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereofLenders, shall be unconditional and irrevocable and irrevocable, shall not be subject to any qualification or exception whatsoeverwhatsoever 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 SECTION 3.4), including, without limitation, any of the following circumstances:
(ai) 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”);
(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 Letter of Credit Document;
(cii) The existence of any claim, setoffset-off, defense or other right which the Borrower may have at any time against any 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 persons or entities Person for whom any such beneficiary or any such transferee may be acting), the Agentany Lender, the Issuing Lender or any Revolving Credit Lender NationsBank or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, any IRB L/C or IRB L/C Agreement the transactions contemplated herein or therein any unrelated transactions (including any underlying transactions between the Borrower or any unrelated transactions;
(d) Any draft or other statement or document presented under Person and the beneficiary named in any Letter of Credit or IRB L/C);
(iii) 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;
(eiv) Payment by the 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 The surrender or impairment of any 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, Collateral or any other acts security for the Secured Obligations 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 the terms of any obligation or any defense of the Loan Documents;
(v) The occurrence of any kind Default or nature which Borrower has or may have against Event of Default; or
(vi) The Agent's failure to deliver to the beneficiary of any Letter of Credit shall be available hereunder to Borrower against Lenders the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained notice provided for in this Section 3.7 shall be deemed to prevent Borrower, after satisfaction in full of the 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditSECTION 3.4(C).
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower Borrowers and any Account Party to make payments to Agent for the account of the Issuing Lender Bank or of the Revolving Credit Lenders Banks with respect to Letter of Credit Reimbursement Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to such Letter of the other Loan Documents 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 Letter of Credit DocumentDocuments;
(c) The existence of any claim, setoff, defense or other right which either Borrower or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender Bank or any other PersonBank or any other person or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented under any Letter of Credit 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 Absent gross negligence or willful misconduct on the part of the Issuing Lender to the beneficiary under Bank or Banks, any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any 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 Bank or any Revolving Credit Lender other 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, the Issuing LenderBank, any Revolving Credit Lender other 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, the Issuing LenderBank, any Revolving Credit Lender other Bank or any such party; or
(gf) Any 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 hereof3.6. 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 Borrower Borrowers or any Account Party against the Agent, the Issuing Lender Bank or any Revolving Credit Lenderother Bank. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 shall be deemed to prevent Borrowerthe Borrowers or the Account Parties, after satisfaction in full of the absolute and unconditional obligations of Borrower the Borrowers and the Account Parties 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 Agent, Issuing Lender Agent or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Commercial Vehicle Group, Inc.)
Obligations Irrevocable. The obligations obligation of each Lender to ----------------------- make payments to the Agent with respect to any Letter of Credit and such Lender's participation therein and the obligation of the Borrower to make payments to Agent Fleet or to the Agent, for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereofLenders, shall not be unconditional and irrevocable and not subject to any qualification or exception whatsoeverwhatsoever and shall be made in accordance with the terms and conditions of this Agreement, including, without limitation, any of the following circumstances:
(aA) 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”);
(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 Letter of Credit Document;
(cB) The existence of any claim, setoffset-off, defense or other right which the Borrower may have at any time against any a beneficiary named in a Letter of Credit or any transferee or assignee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary transferee or any such transferee assignee may be acting), Fleet, the Agent, the Issuing Lender or any Revolving Credit Lender Lender, or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, the transactions contemplated herein or therein any unrelated transactions (including any underlying transactions between the Borrower or any unrelated transactionsother Person and the beneficiary named in any Letter of Credit);
(dC) Any draft draft, certificate or any other statement or document presented under any 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;
(eD) Payment by the 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 The surrender or impairment of any 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, Collateral or any other acts security for the Obligations 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 the terms of any obligation or any defense of the Loan Documents;
(E) The occurrence of any kind Default or nature which Borrower has or may have against Event of Default; or
(F) The Agent's failure to give notice to the beneficiary Lenders of the issuance of any Letter of Credit Credit; provided that, no Lender shall be available hereunder obligated to Borrower against the Agent, Issuing Lender or pay such Lender's Pro Rate Share -------------- of any Revolving Credit Lender. With respect to unreimbursed amount arising from any wrongful payment made by Fleet under a Letter of Credit, nothing contained in this Section 3.7 shall be deemed to prevent Borrower, after satisfaction in full Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the absolute and unconditional obligations part 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditFleet.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower Borrowers to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) 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”);
(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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which any Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the 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 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 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 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 Borrower 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 BorrowerBorrowers, after satisfaction in full of the absolute and unconditional obligations of Borrower 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 Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower 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 NationsBank or to the Agent, for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereofLenders, shall be unconditional and irrevocable and irrevocable, shall not be subject to any qualification or exception whatsoeverwhatsoever (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 SECTION 3.4), including, without limitation, any of the following circumstances:
(ai) 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”);
(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 Letter of Credit Document;
(cii) The existence of any claim, setoffset-off, defense or other right which any Borrower may have at any time against any 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 persons or entities Person for whom any such beneficiary or any such transferee may be acting), the Agentany Lender, the Issuing Lender or any Revolving Credit Lender NationsBank or any other Person, whether in connection with this Agreement, any of the VRDN Letter of Credit Documentsor any Letter of Credit, the transactions contemplated herein or therein any unrelated transactions (including any underlying transactions between any Borrower or any unrelated transactionsother Person and the beneficiary named in the VRDN Letter of Credit or any Letter of Credit);
(diii) Any draft draft, certificate or any other statement or 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;
(eiv) Payment by the 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 The surrender or impairment of any 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, Collateral or any other acts security for the Secured Obligations 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 the terms of any obligation or any defense of the Loan Documents;
(v) The occurrence of any kind Default or nature which Borrower has or may have against the beneficiary Event of any Letter of Credit shall be available hereunder Default; or
(vi) The Agent's failure to Borrower against the Agent, Issuing Lender or any Revolving Credit Lender. With respect deliver to any Letter of Credit, nothing contained Lender the notice provided for in this Section 3.7 shall be deemed to prevent Borrower, after satisfaction in full of the 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditSECTION 3.4(c).
Appears in 1 contract
Samples: Loan and Security Agreement (Kellstrom Industries Inc)
Obligations Irrevocable. The obligations of Borrower to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) 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”");
(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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;; 44
(d) Any draft or other statement or document presented 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;
(e) Payment by the 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 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 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower each Revolving Credit Lender to make payments to the Administrative Agent with respect to any Letter of Credit Obligations and participation therein pursuant to the provisions of this Section 3.5 or otherwise, and the obligations of the Borrowers to make payments to the Bank, FCC or the Administrative Agent, for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereofLenders, shall be unconditional and irrevocable and 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 Revolving Credit Lenders to make such payments, that the Letter of Credit has been issued in accordance with Section 3.4), including, without limitation, any of the following circumstances:
(ai) 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”);
(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 Letter of Credit Document;
(cii) The existence of any claim, setoffset-off, defense or other right which any Borrower may have at any time against any a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), the Agentany Lender, the Issuing Lender or any Revolving Credit Lender Bank, FCC or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, any LC Support, the transactions contemplated herein or therein any unrelated transactions (including any underlying transactions between any Borrower or any unrelated transactionsother Person and the beneficiary named in any Letter of Credit);
(diii) Any draft draft, certificate or any other statement or document presented under any 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;
(eiv) Payment by the 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 The surrender or impairment of any 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, Collateral or any other acts security for the Secured Obligations 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 obligationof the terms of any of the Loan Documents;
(v) The occurrence of any Default or Event of Default; or
(vi) The Bank's, covenant FCC's or agreement contained the Administrative Agent's failure to deliver the notice provided for 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit3.4(c).
Appears in 1 contract
Samples: Loan and Security Agreement (Winsloew Furniture Inc)
Obligations Irrevocable. The obligations of Borrower each applicable Pro Rata Revolving Credit Lender to make payments to the Agent with respect to any applicable Letter of Credit or with respect to their participation therein or, except as otherwise set forth in Section 2.10, with respect to the U.S. Revolving Loans, the ROW Revolving Loans or the Canadian Revolving Loans, as applicable, made as a result of 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 Agent, for the account of Issuing Lender or the applicable Pro Rata Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereofLenders, shall be unconditional and irrevocable and shall not be subject to any qualification or exception whatsoever, including, without limitationincluding any of the following circumstances:
(aA) 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”);
(bB) 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 the existence of any claim, setoff, defense or other right which Borrower the applicable Borrowers may have at any time against any a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), any Pro Rata Revolving Credit Lender, the Agent, the Issuing Lender or any Revolving applicable Letter of Credit Lender Issuer, or any other Person, whether in connection with this Agreement, any of the applicable Letter of Credit DocumentsCredit, the transactions contemplated herein or therein any unrelated transactions (including any underlying transactions between the applicable Borrowers or any unrelated transactionsother Person and the beneficiary named in any Letter of Credit);
(dC) Any draft any draft, certificate or any other statement or document presented under any the 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;
(eD) Payment by the 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 surrender or impairment of any 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 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 security for the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof. No setoff, counterclaim, reduction or diminution of the terms of any obligation or any defense of the Loan Documents;
(E) the occurrence of any kind Default or nature which Borrower has or may have against Event of Default; or
(F) 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 failure of the absolute and unconditional obligations of Borrower hereunder with respect Borrowers to such Letter of Credit, from asserting satisfy the applicable conditions precedent set forth in a separate action any claim, defense, set off or other right which they (or any of them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditArticle IX.
Appears in 1 contract
Samples: Credit Agreement (United Rentals North America Inc)
Obligations Irrevocable. The obligations of Borrower 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 its participation therein pursuant to the provisions of 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 Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereofLenders, shall be unconditional and irrevocable and irrevocable, shall not be subject to any qualification or exception whatsoeverwhatsoever 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 SECTION 3.4), including, without limitation, any of the following circumstances:
(ai) 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”);
(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 Letter of Credit Document;
(cii) The existence of any claim, setoffset-off, defense or other right which Borrower the Borrowers (or any of them) may have at any time against any a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), the Agentany Lender, FCC, the Issuing Lender or any Revolving Credit Lender Bank or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, the transactions contemplated herein or therein any unrelated transactions (including any underlying transactions between the Borrowers or any unrelated transactionsother Person and the beneficiary named in any Letter of Credit);
(diii) Any draft draft, certificate or any other statement or document presented under any 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;
(eiv) Payment by the 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 The surrender or impairment of any 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, Collateral or any other acts security for the Secured Obligations 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 the terms of any obligation or any defense of the Loan Documents;
(v) The occurrence of any kind Default or nature which Borrower has Event of Default; or
(vi) FCC's, the Issuing Bank's or may have against the beneficiary of any Letter of Credit shall be available hereunder Administrative Agent's failure to Borrower against deliver the Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter of Credit, nothing contained notice provided for in this Section 3.7 shall be deemed to prevent Borrower, after satisfaction in full of the 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditSECTION 3.4(c).
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower Borrowers to ----------------------- make payments to Agent for the account Bank of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, each Draw Amount shall be unconditional and irrevocable and shall not be subject to any qualification or exception whatsoever, including, without limitation, any of the following circumstances:
(a) Any any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement, any other documentation relating documents collateral to any Letter of Credit, this Agreement or any of the other Loan Documents (the “Letter of Credit Documents”);
(b) Any the existence of any claim, set-off, defense, or other right which 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), 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 any Obligor or any other Person and the beneficiary named in any Letter of Credit);
(c) any draft, certificate, or any other document presented under the 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;
(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) the occurrence of any Default or Event of Default;
(f) 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 Documentor any documents collateral thereto;
(cg) The existence of any claim, setoff, defense or other right which Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment payment by the Issuing Lender 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 documents to bear any reference or adequate reference to such Letter of Credit;
(fh) Any 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 Bank to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Issuing Lender, any Revolving Credit Lender or any such party Bank under this Agreement, any of the other Loan Documents or Documents, any of the Letter of Credit Documents, or any documents collateral thereto or any other acts or omissions on the part of the Agent, Issuing Lender, any Revolving Credit Lender or any such partyBank; or
(gi) Any any other event or circumstance that would, in the absence of this Section 3.76.10, result in the release or discharge by operation of ------------ law or otherwise of Borrower any Obligor or any Person from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereofherein. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrower any Obligor has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower any Obligor 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 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 them) may have against Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower the Lenders to make payments to Agent for the account of Issuing Lender or the Revolving Credit Lenders LC Issuer with respect to a Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and irrevocable, not subject to any qualification or exception whatsoeverwhatsoever and shall be made in accordance with, but not subject to, the terms and conditions of this Agreement under all circumstances (assuming that the LC Issuer has issued such Letter of Credit in accordance with SECTION 2.18 and such Lender has not given a notice contemplated by SECTION 2.20(a) that continues in full force and effect), including, without limitation, any of the following circumstances:
(ai) 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”);
(bii) 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 the existence of any claim, setoffset-off, defense or other right which Borrower the Borrowers may have at any time against any a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any persons or entities Person for whom any such beneficiary or any such transferee may be acting), the AgentLC Issuer, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit DocumentsCredit, the transactions contemplated herein or therein or any unrelated transactions;
(diii) Any draft any draft, certificate or any other statement or document presented under any the Letter of Credit proving proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(eiv) Payment 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 by the Issuing Lender LC Issuer under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement in any Letter of Credit being untrue or inaccurate in any respect;
(vi) payment by the beneficiary LC Issuer under any Letter of Credit against presentation of documents which do any draft or certificate that does not comply with the terms of such Letter of Credit, including failure except payment resulting from the gross negligence or willful misconduct of any documents to bear any reference or adequate reference to such Letter of Credit;the LC Issuer; or
(fvii) Any failureany other circumstances or happenings whatsoever, omission, delay whether or lack on the part of the Agent, Issuing Lender or any Revolving Credit Lender or any party not similar 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 acts or omissions on the part of the Agent, Issuing Lender, any Revolving Credit Lender or any such partyforegoing; 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 absolute and unconditional obligations of Borrower hereunder except with respect to such Letter clauses (i) through (vii) above where circumstances or happenings result from the gross negligence or willful misconduct 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 Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Creditthe LC Issuer.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower Company and any Account ----------------------- Party to make payments to Agent for the account of the Issuing Lender Agent or of the Revolving Credit relevant Lenders with respect to Letter of Credit Reimbursement Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to such Letter of the other Loan Documents 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 Letter of Credit DocumentDocuments;
(c) The existence of any claim, setoff, defense or other right which Borrower the Company or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender Agent or any Revolving Credit other relevant Lender or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented under any Letter of Credit 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 Absent gross negligence or willful misconduct on the part of the Issuing Lender to Agent or the beneficiary under relevant Lenders, any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any 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 Agent or any Revolving Credit other relevant 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, the Issuing LenderAgent, any Revolving Credit 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 LenderAgent, any Revolving Credit other relevant Lender or any such party; or
(gf) Any 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 Borrower Company or any Account Party from the performance or observance of any obligation, covenant or agreement contained in Section 3.6 hereof3.6. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which Borrower Company or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower Company or any Account Party against the Agent, the Issuing Lender Agent or any Revolving Credit other Lender. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 shall be deemed to prevent BorrowerCompany or the Account Parties, after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of CreditCompany 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 Issuing Lender Agent or any Revolving Credit Lender in connection with such Letter of CreditLender.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower Borrowers and the applicable Account Party to make payments to Agent for the account of Issuing Lender Bank or the Revolving Credit Lenders Banks with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) Any lack of validity or enforceability of any Letter of Credit, Credit or any Letter of Credit Agreement, any other documentation relating to any Letter of Credit, this Agreement Credit or to any transaction related in any way to any Letter of the other Loan Documents 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 Letter of Credit DocumentDocuments;
(c) The existence of any claim, setoff, defense or other right which Borrower Borrowers or any Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuing Lender Bank or any Revolving Credit Lender Bank or any other Personperson or entity, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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, 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;
(e) Payment by the Issuing Lender 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 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 Lender Bank or any Revolving Credit Lender 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 LenderBank, any Revolving Credit Lender 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, Issuing LenderBank, any Revolving Credit Lender Bank or any such party; or
(g) Any other event or circumstance that would, in the absence of this Section Sections 3.7, result in the release or discharge by operation of law or otherwise of Borrower 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 Borrower Borrowers or any Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to Borrower Borrowers or any Account Party or either of them against the Agent, Issuing Lender Bank or any Revolving Credit LenderBank. With respect to any Letter of Credit, nothing Nothing contained in this Section 3.7 shall be deemed to prevent Borrower, Borrowers or the Account Parties after satisfaction in full of the absolute and unconditional obligations of Borrower hereunder with respect to such Letter of CreditBorrowers 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, Issuing Lender Bank or any Revolving Credit Lender in connection with such Letter of CreditBank.
Appears in 1 contract
Obligations Irrevocable. The obligations of Borrower the Borrowers to make payments to the Administrative Agent for the account of Issuing Lender or the Revolving Credit Lenders with respect to Letter of Credit Obligations under Section 3.6 hereof, shall be unconditional and irrevocable and not subject to any qualification or exception whatsoever, including, without limitation:
(a) 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”);
(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 Letter of Credit Document;
(c) The existence of any claim, setoff, defense or other right which any Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Administrative Agent, the Issuing Lender or any Revolving Credit Lender or any other Person, whether in connection with this Agreement, any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions;
(d) Any draft or other statement or document presented 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;
(e) Payment by the 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 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 Loan Document to enforce, assert or exercise any right, power or remedy conferred upon the 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 absolute and unconditional obligations of Borrower 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 Administrative Agent, Issuing Lender or any Revolving Credit Lender in connection with such Letter of Credit.
Appears in 1 contract
Samples: Revolving and Term Loan Credit Agreement (American Midstream Partners, LP)
