Common use of Absolute Obligation to Repay Clause in Contracts

Absolute Obligation to Repay. The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (1) Any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (2) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (3) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (4) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (5) Any payment by the L/C Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the L/C Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (6) Any exchange, release or non-perfection of any Collateral; or (7) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of the Company’s rights against the L/C Issuing Bank arising out of the gross negligence or willful misconduct of the L/C Issuing Bank in connection with any Letter of Credit issued hereunder; provided, however, that it is expressly acknowledged and agreed by the Company that the exercise of any such rights is subject to and conditioned upon the prior payment in full of all Obligations, including, without limitation, unrepaid L/C Drawings, and the termination of the credit facility evidenced hereby.

Absolute Obligation to Repay. The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (1) Any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (2) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (3) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (4) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (5) Any payment by the L/C Issuing Bank Lender under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the L/C Issuing Bank Lender under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (6) Any exchange, release or non-perfection of any Collateral; or (7) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company’s rights Company against the L/C Issuing Bank Lender arising out of the gross negligence or willful misconduct of the L/C Issuing Bank Lender in connection with any Letter of Credit issued hereunder; provided, however, that it is expressly acknowledged and agreed by the Company that the exercise of any such rights is subject to and conditioned upon the prior payment in full of all Obligations, including, without limitation, unrepaid L/C Drawings, and the termination of the credit facility evidenced hereby.

Absolute Obligation to Repay. The Company’s 's obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against NationsBank, the Administrative Agent, any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (1) Any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (2) Any amendment or waiver of or any consent to departure from the terms of any the Letter of Credit; (3) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any the Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (4) Any allegation that any demand, statement or any other document presented under any the Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (5) Any payment by NationsBank under the L/C Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such the Letter of Credit, or any payment made by NationsBank under the L/C Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any the Letter of Credit, including any arising in connection with any insolvency proceeding; (6) Any exchange, release or non-perfection of any Collateral; or (7) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of of, the Company. Nothing contained herein shall constitute a waiver of any rights of the Company’s rights Company against the L/C Issuing Bank NationsBank arising out of the gross negligence or willful misconduct of the L/C Issuing Bank NationsBank in connection with any the Letter of Credit issued hereunder; provided, however, that it is expressly acknowledged and agreed by the Company that the exercise of any such rights is subject to and conditioned upon the prior payment in full of all Obligations, including, without limitation, unrepaid L/C Drawings, and the termination of the credit facility evidenced herebyCredit.

Absolute Obligation to Repay. The Company’s Companies' obligation to ---------------------------- repay L/C Drawings and any and all other amounts payable to the L/C Bank hereunder shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company Companies may have or have had, against the L/C Bank, any Lender or any other PersonPerson (except as may be otherwise provided below), including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (1) Any lack of validity or enforceability of this Agreement any requisition, statement or any of other document presented under any L/C Document proving to be forged, fraudulent or invalid in any respect (so long as such requisition, statement or document is reasonably believed by the other Loan DocumentsL/C Bank or the Administrative Agent to be genuine) or any statement therein being untrue or inaccurate in any respect; (2) Any amendment the theft or waiver loss of any Letter of Credit, or the forgery of any signature on any Letter of Credit (other than by the L/C Bank or any consent officer, employee or agent thereof) or the alteration, in any manner or to departure from the terms any extent, of any Letter of Credit; (3) The existence the invalidity or unenforceability of any L/C Document; (4) any claim, setoff, defense or other right which the Company or any other Person Companies may have at any time against any beneficiary the L/C Bank or any transferee of any Letter of Credit other Person (or any Person for whom any such beneficiary or any such transferee except as may be actingotherwise provided in this Paragraph 6B(f)); (45) Any allegation that any demand, statement the inaccuracy or any other document presented under any Letter incompleteness of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with under any L/C Drawing; (5) Any payment by the L/C Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the L/C Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding;; or (6) Any exchange, release or non-perfection of any Collateral; or (7) Any other circumstance or happening whatsoever, whether or not whatsoever similar to any of the foregoing, including any other circumstance . Without limiting the foregoing the Companies acknowledge and agree that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of the Company’s rights against the L/C Issuing Bank arising out Bank, the Administrative Agent, the Collateral Agent, the Lenders and each of the gross negligence their respective officers, employees and agents shall be entitled to rely and shall be fully protected in relying on any writing, resolution, notice, consent, certificate, instruction (whether oral or willful misconduct of the L/C Issuing Bank in connection with any Letter of Credit issued hereunder; providedotherwise), howeverreceipt or other document, that it is expressly acknowledged instrument or agreement reasonably believed by them to be genuine and agreed to have been signed, sent or given by the Company that the exercise of any such rights is subject to and conditioned upon the prior payment in full of all Obligations, including, without limitation, unrepaid L/C Drawings, and the termination of the credit facility evidenced herebyproper party or parties.

Absolute Obligation to Repay. The Company’s 's obligation to repay L/C ---------------------------- Drawings under Letters of Credit shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against any Lender Bank or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (1) Any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (2) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (3) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (4) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (5) Any payment by the L/C Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the L/C Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (6) Any exchange, release or non-perfection of any Collateralcollateral; or (7) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of of, the Company. Nothing contained herein shall constitute a waiver of any rights of the Company’s rights Company against the L/C Issuing Bank arising out of the gross negligence or willful misconduct of the L/C Issuing Bank in connection with any Letter of Credit issued hereunder; provided, however, that it is expressly acknowledged and agreed by the Company that the exercise of any such rights is subject to and conditioned upon the prior payment in full of all Obligations, including, without limitation, unrepaid L/C Drawings, and the termination of the credit facility evidenced hereby.

Absolute Obligation to Repay. The Company’s Borrower's obligation to ---------------------------- repay L/C Drawings drawings under any Letter of Credit (including its reimbursement obligations to GMAC pursuant to the Letter of Credit Supplement) and to reimburse Agent for payments made by Agent under the Indemnity Letters shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-offsetoff, counterclaim or defense to payment which the Company Borrower may have or have had, against Issuer, any Lender or any other Person, including, without limitation, any set-offsetoff, counterclaim or defense based upon or arising out of: (1i) Any lack of validity or enforceability of this Agreement Agreement, the Letter of Credit Supplement, the Indemnity Letters or any of the other Loan Other Documents; (2ii) Any amendment or waiver of or any consent to departure from the terms of any Letter of CreditCredit or any letters of credit or other documents identified in the Indemnity Letters; (3iii) The the existence of any claim, setoff, defense or other right which the Company Borrower or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit or any letters of credit or other documents identified in the Indemnity Letters (or any Person for whom any such beneficiary or any such transferee may be acting); (4iv) Any allegation that any demand, statement or any other document presented under any Letter of Credit or any letters of credit or other documents identified in the Indemnity Letters is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein there is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawingdrawing under a Letter of Credit or any letters of credit or other documents identified in the Indemnity Letters; (5v) Any payment by the L/C Issuing Bank Issuer under any Letter of Credit or any letters of credit or other documents identified in the Indemnity Letters against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the L/C Issuing Bank Issuer under any Letter of Credit or any letters of credit or other documents identified in the Indemnity Letters to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of CreditCredit or any letters of credit or other documents identified in the Indemnity Letters, including any arising in connection with any insolvency proceeding; (6vi) Any exchange, release or non-perfection of any Collateral; or (7vii) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the CompanyBorrower. Nothing contained herein shall constitute a waiver of the Company’s any rights of Borrower to proceed against the L/C Issuing Bank Issuer following payment by Borrower of amounts required hereunder on account of claims arising out of the gross negligence or willful misconduct of the L/C Issuing Bank Issuer in connection with the issuance, administration or payment under any Letter of Credit issued hereunder; provided, however, that it is expressly acknowledged and agreed by the Company that the exercise of any such rights is subject to and conditioned upon the prior payment in full of all Obligations, including, without limitation, unrepaid L/C Drawings, and the termination of the credit facility evidenced hereby.

Absolute Obligation to Repay. The Company’s Borrower's obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company Borrower may have or have had, against any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: : (1) Any any lack of validity or enforceability of this Agreement or any of the other Loan Documents; ; (2) Any any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; ; (3) The the existence of any claim, setoff, defense or other right which the Company Borrower or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); ; (4) Any any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; ; (5) Any payment by the L/C Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the L/C Issuing Bank Administrative Agent under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; ; or (6) Any exchange, release or non-perfection of any Collateral; or (7) Any other circumstance or of happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the CompanyBorrower. Nothing contained herein shall constitute a waiver of any rights of the Company’s rights Borrower against the L/C Issuing Bank Administrative Agent arising out of the gross negligence or willful misconduct of the L/C Issuing Bank Administrative Agent in connection with any Letter of Credit issued hereunder; provided, however, that it is being expressly acknowledged and agreed by the Company Administrative Agent that payment by the exercise Administrative Agent under any Letter of any such rights is subject to and conditioned upon Credit in an amount in excess of that available for drawing thereunder or in excess of that requested by the prior payment beneficiary in full of all Obligations, including, without limitation, unrepaid L/C Drawings, and making a drawing thereunder shall constitute "gross negligence" on the termination part of the credit facility evidenced herebyAdministrative Agent.

Absolute Obligation to Repay. The Company’s 's obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (1) Any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (2) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (3) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (4) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (5) Any payment by the L/C Issuing Bank Lender under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the L/C Issuing Bank Lender under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (6) Any exchange, release or non-perfection of any Collateral; or (7) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of any rights of the Company’s rights Company against the L/C Issuing Bank Lender arising out of the gross negligence or willful misconduct of the L/C Issuing Bank Lender in connection with any Letter of Credit issued hereunder; provided, however, that it is expressly acknowledged and agreed by the Company that the exercise of any such rights is subject to and conditioned upon the prior payment in full of all Obligations, including, without limitation, unrepaid L/C Drawings, and the termination of the credit facility evidenced hereby.

Absolute Obligation to Repay. The Company’s obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (1) Any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (2) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (3) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (4) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (5) Any payment by the L/C Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the L/C Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceedingInsolvency Proceeding; (6) Any exchange, release or non-perfection of any Collateral; or (7) Any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of the Company. Nothing contained herein shall constitute a waiver of the Company’s rights against the L/C Issuing Bank arising out of the gross negligence or willful misconduct of the L/C Issuing Bank in connection with any Letter of Credit issued hereunder; provided, however, that it is expressly acknowledged and agreed by the Company that the exercise of any such rights is subject to and conditioned upon the prior payment in full of all Obligations, including, without limitation, unrepaid L/C Drawings, and the termination of the credit facility evidenced hereby.

Absolute Obligation to Repay. The Company’s 's obligation to repay L/C Drawings shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and irrespective of any set-off, counterclaim or defense to payment which the Company may have or have had, against any Lender or any other Person, including, without limitation, any set-off, counterclaim or defense based upon or arising out of: (1) Any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (2) Any amendment or waiver of or any consent to departure from the terms of any Letter of Credit; (3) The existence of any claim, setoff, defense or other right which the Company or any other Person may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting); (4) Any allegation that any demand, statement or any other document presented under any Letter of Credit is forged, fraudulent, invalid or insufficient in any respect, or that any statement therein is untrue or inaccurate in any respect whatsoever or that variations in punctuation, capitalization, spelling or format were contained in the drafts or any statements presented in connection with any L/C Drawing; (5) Any payment by the L/C Issuing Bank a Lender under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the L/C Issuing Bank Lender under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; (6) Any exchange, release or non-perfection of any Collateral or Subsidiary Collateral, or any release or amendment or waiver of or consent to departure from any Guaranty, for all or any of the Obligations of the Company in respect of any Letter of Credit; or (7) Any other circumstance or of happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of of, the CompanyCompany or any Guarantor. Nothing contained herein shall constitute a waiver of any rights of the Company’s rights Company against the L/C Issuing Bank Sanwa arising out of the gross negligence or willful misconduct of the L/C Issuing Bank Sanwa in connection with any Pre-Existing Letters of Credit or any New Letter of Credit issued hereunder; provided, however, that it is expressly acknowledged and agreed by the Company that the exercise of any such rights is subject to and conditioned upon the prior payment in full of all Obligations, including, without limitation, unrepaid L/C Drawings, and the termination of the credit facility evidenced hereby.