Common use of Potential Fronting Lender Structure Clause in Contracts

Potential Fronting Lender Structure. Notwithstanding the foregoing provisions of Sections 3.11 and 3.12, where the Borrower in good faith determines that the beneficiary of any proposed Letter will not accept a multi-bank letter of credit in the form of Schedule J and provides notice of such determination to the Agent, then at the option of the Borrower such Letter may be issued on the following terms: (a) any Lender (the “Fronting Lender”) which has agreed with the Borrower to act as the fronting lender in respect of the issuance of such Letter and has been designated as such to the Agent, may issue in its name such Letter for the account of the Borrower in the Fronting Lender’s customary form and with such terms as are contemplated by the Drawdown Notice for the issuance thereof; (b) while such Letter shall on its face be an obligation of the Fronting Lender only, such Letter shall be issued on behalf of all of the Lenders and each Lender shall be obligated to reimburse the Fronting Lender in respect of such Letter in proportion to its Pro Rata Share as of the Issuance Date of such Letter; (c) the provisions of Sections 3.11(b), (f), (h) and 3.12(a) (as to the first 3 sentences thereof) shall be applicable to any such issuance, with references to the Agent being deemed to be references to the Fronting Lender as appropriate; (d) the Fronting Lender shall act under each such Letter as the agent of each Lender to (i) receive Drafts and other documents presented by the beneficiary under such Letter, and (ii) determine whether such Drafts and documents are in compliance with the terms and conditions of such Letter; (e) upon a demand for payment under any such Letter which the Fronting Lender has determined has been properly made, the Fronting Lender shall make a L/C Disbursement in respect of the amount demanded and make such amount available to the beneficiary. Promptly following any such L/C Disbursement, the Fronting Bank shall notify the Agent and the Borrower of such L/C Disbursement and the Fronting Bank shall be entitled to immediate reimbursement thereof by the Borrower in accordance with Section 3.11(f) above; (f) the Fronting Lender shall provide such information in respect of any such Letters as is required to allow the Agent to comply with Section 3.11(d); (g) the Fronting Lender shall in consideration of it acting as the fronting bank on such Letter, be entitled to such fronting fee (for its own account) as may be agreed from time to time by the Borrower and the Fronting Lender; (h) each Lender agrees to indemnify the Fronting Lender (to the extent not reimbursed by the Borrower), rateably according to its Pro Rata Share as of the Issuance Date of a particular Letter from and against any and all losses and claims of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Fronting Lender in any way relating to or arising out of any issuance of such Letter; provided, that no Lender shall be liable for any portion of such losses and claims resulting from the Fronting Lender’s gross negligence or wilful misconduct; and (i) all other provisions of this Agreement applicable to Letters shall be applicable to any such issuance by the Fronting Lender.

Potential Fronting Lender Structure. Notwithstanding the foregoing provisions of Sections 3.11 and 3.12, where the Borrower in good faith determines that the beneficiary of any proposed Letter will not accept a multi-bank letter of credit in the form of Schedule J and provides notice of such determination to the Agent, then at the option of the Borrower such Letter may be issued on the following terms: (a) any Lender (the “Fronting Lender”) which has agreed with the Borrower to act as the fronting lender in respect of the issuance of such Letter and has been designated as such to the Agent, may issue in its name such Letter for the account of the Borrower in the Fronting LenderL▇▇▇▇▇’s customary form and with such terms as are contemplated by the Drawdown Notice for the issuance thereof; (b) while such Letter shall on its face be an obligation of the Fronting Lender only, such Letter shall be issued on behalf of all of the Lenders and each Lender shall be obligated to reimburse the Fronting Lender in respect of such Letter in proportion to its Pro Rata Share as of the Issuance Date of such Letter; (c) the provisions of Sections 3.11(b), (f), (h) and 3.12(a) (as to the first 3 sentences thereof) shall be applicable to any such issuance, with references to the Agent being deemed to be references to the Fronting Lender as appropriate; (d) the Fronting Lender shall act under each such Letter as the agent of each Lender to (i) receive Drafts and other documents presented by the beneficiary under such Letter, and (ii) determine whether such Drafts and documents are in compliance with the terms and conditions of such Letter; (e) upon a demand for payment under any such Letter which the Fronting Lender has determined has been properly made, the Fronting Lender shall make a L/C Disbursement in respect of the amount demanded and make such amount available to the beneficiary. Promptly following any such L/C Disbursement, the Fronting Bank shall notify the Agent and the Borrower of such L/C Disbursement and the Fronting Bank shall be entitled to immediate reimbursement thereof by the Borrower in accordance with Section 3.11(f) above; (f) the Fronting Lender shall provide such information in respect of any such Letters as is required to allow the Agent to comply with Section 3.11(d); (g) the Fronting Lender shall in consideration of it acting as the fronting bank on such Letter, be entitled to such fronting fee (for its own account) as may be agreed from time to time by the Borrower and the Fronting Lender; (h) each Lender agrees to indemnify the Fronting Lender (to the extent not reimbursed by the Borrower), rateably according to its Pro Rata Share as of the Issuance Date of a particular Letter from and against any and all losses and claims of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Fronting Lender in any way relating to or arising out of any issuance of such Letter; provided, that no Lender shall be liable for any portion of such losses and claims resulting from the Fronting LenderL▇▇▇▇▇’s gross negligence or wilful misconduct; and (i) all other provisions of this Agreement applicable to Letters shall be applicable to any such issuance by the Fronting Lender.

Potential Fronting Lender Structure. Notwithstanding the foregoing provisions of Sections 3.11 and 3.12, where the Borrower in good faith determines that the beneficiary of any proposed Letter will not accept a multi-bank letter of credit in the form of Schedule J K and provides notice of such determination to the Agent, then at the option of the Borrower such Letter may be issued on the following terms: (a) any Lender (the “Fronting Lender”) which has agreed with the Borrower to act as the fronting lender in respect of the issuance of such Letter and has been designated as such to the Agent, may issue in its name such Letter for the account of the Borrower in the Fronting Lender’s customary form and with such terms as are contemplated by the Drawdown Notice for the issuance thereof; (b) while such Letter shall on its face be an obligation of the Fronting Lender only, such Letter shall be issued on behalf of all of the Lenders and each Lender shall be obligated to reimburse the Fronting Lender in respect of such Letter in proportion to its Pro Rata Share as of the Issuance Date of such Letter; (c) the provisions of Sections 3.11(b), (f), (h) and 3.12(a) (as to the first 3 sentences thereof) shall be applicable to any such issuance, with references to the Agent being deemed to be references to the Fronting Lender as appropriate; (d) the Fronting Lender shall act under each such Letter as the agent of each Lender to (i) receive Drafts and other documents presented by the beneficiary under such Letter, and (ii) determine whether such Drafts and documents are in compliance with the terms and conditions of such Letter; (e) upon a demand for payment under any such Letter which the Fronting Lender has determined has been properly made, the Fronting Lender shall make a L/C Disbursement in respect of the amount demanded and make such amount available to the beneficiary. Promptly following any such L/C Disbursement, the Fronting Bank shall notify the Agent and the Borrower of such L/C Disbursement and the Fronting Bank shall be entitled to immediate reimbursement thereof by the Borrower in accordance with Section 3.11(f) above; (f) the Fronting Lender shall provide such information in respect of any such Letters as is required to allow the Agent to comply with Section 3.11(d); (g) the Fronting Lender shall in consideration of it acting as the fronting bank on such Letter, be entitled to such fronting fee (for its own account) as may be agreed from time to time by the Borrower and the Fronting Lender; (h) each Lender agrees to indemnify the Fronting Lender (to the extent not reimbursed by the Borrower), rateably according to its Pro Rata Share as of the Issuance Date of a particular Letter from and against any and all losses and claims of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Fronting Lender in any way relating to or arising out of any issuance of such Letter; provided, that no Lender shall be liable for any portion of such losses and claims resulting from the Fronting Lender’s gross negligence or wilful misconduct; and (i) all other provisions of this Agreement applicable to Letters shall be applicable to any such issuance by the Fronting Lender.