Common use of Absolute Obligation with respect to Letter of Credit Payments Clause in Contracts

Absolute Obligation with respect to Letter of Credit Payments. The Borrower’s obligation to reimburse the Administrative Agent for the account of each Issuing Bank in respect of each payment under or in respect of such Issuing Bank’s Letters of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set off, counterclaim or defense to payment which the Borrower may have or have had against the beneficiary of such Letter of Credit, the Administrative Agent, any Issuing Bank, as issuer of such Letter of Credit, any Lender or any other Person, including, without limitation, any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, any drawing document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit; provided, that, with respect to any Letter of Credit, the foregoing shall not relieve any Issuing Bank of any liability it may have to the Borrower for any actual damages sustained by the Borrower to the extent arising from a wrongful payment under such Letter of Credit made as a result of such Issuing Bank’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision.

Absolute Obligation with respect to Letter of Credit Payments. The Borrower’s 's obligation to reimburse the Administrative Agent for the account of each Issuing Bank in respect of each payment under or in respect of such Issuing Bank’s 's Letters of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set set-off, counterclaim or defense to payment which the Borrower may have or have had against the beneficiary of such Letter of Credit, the Administrative Agent, any Issuing Bank, as issuer of such Letter of Credit, any Lender or any other Person, including, without limitation, any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, any drawing document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit; provided, that, with respect to any Letter of Credit, the foregoing shall not relieve any Issuing Bank of any liability it may have to the Borrower for any actual damages sustained by the Borrower to the extent arising from a wrongful payment under such Letter of Credit made as a result of such Issuing Bank’s 's gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decisionmisconduct.

Absolute Obligation with respect to Letter of Credit Payments. The Borrower’s obligation to reimburse the Administrative Agent for the account of each any Issuing Bank in respect of each payment under or in respect of such Issuing Bank’s Letters of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set set-off, counterclaim or defense to payment which the Borrower may have or have had against the beneficiary of such Letter of Credit, the Administrative Agent, any such Issuing Bank, as issuer of such Letter of Credit, any Lender or any other Person, including, without limitation, any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, any drawing document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit; provided, that, with respect to any Letter of Credit, the foregoing shall not relieve any the applicable Issuing Bank of any liability it may have to the Borrower for any actual damages sustained by the Borrower to the extent arising from a wrongful payment under such Letter of Credit made as a result of such Issuing Bank’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decisionmisconduct.

Absolute Obligation with respect to Letter of Credit Payments. The Borrower’s obligation to reimburse the Administrative Agent for the account of each Issuing Bank in respect of an Issuer for each payment under or in respect of such Issuing Bank’s Letters each Letter of Credit issued thereby shall be absolute and unconditional under any and all circumstances and irrespective of any set set-off, counterclaim or defense to payment which the Borrower may have or have had against the beneficiary of such Letter of Credit, the Administrative Agent, any Issuing Banksuch Issuer, as issuer of such Letter of Creditthe Swing Line Lender, any Lender or any other Person, including, without limitation, CHAR1\1787260v5 any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, any drawing document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit; provided, provided that, with respect to any Letter of Credit, the foregoing shall not relieve any Issuing Bank the Issuer thereof of any liability it may have to the Borrower for any actual damages sustained by the Borrower to the extent arising from a wrongful payment (or failure to pay) under such Letter of Credit made as a result of such Issuing BankIssuer’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decisionmisconduct.

Absolute Obligation with respect to Letter of Credit Payments. The Borrower’s 's obligation to reimburse the Administrative Agent for the account of each Issuing Bank in respect of each payment under or in respect of such Issuing Bank’s 's Letters of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set off, counterclaim or defense to payment which the Borrower may have or have had against the beneficiary of such Letter of Credit, the Administrative Agent, any Issuing Bank, as issuer of such Letter of Credit, any Lender or any other Person, including, without limitation, any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, any drawing document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit; provided, that, with respect to any Letter of Credit, the foregoing shall not relieve any Issuing Bank of any liability it may have to the Borrower for any actual damages sustained by the Borrower to the extent arising from a wrongful payment under such Letter of Credit made as a result of such Issuing Bank’s 's gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decisionmisconduct.

Absolute Obligation with respect to Letter of Credit Payments. The Borrower’s 's obligation to reimburse the Administrative Agent for the account of each the Issuing Bank in respect of a Letter of Credit for each payment under or in respect of such Issuing Bank’s Letters Letter of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set set-off, counterclaim or defense to payment which the Borrower may have or have had against the beneficiary of such Letter of Credit, the Administrative Agent, any the Issuing Bank, as issuer of such Letter of Credit, any Lender or any other Person, including, without limitation, any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, any drawing document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit; provided, that, with respect to any Letter of Credit, the foregoing shall not relieve any the Issuing Bank of any liability it may have to the Borrower for any actual damages sustained by the Borrower to the extent arising from a wrongful payment under such Letter of Credit made as a result of such the Issuing Bank’s 's gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decisionmisconduct.

Absolute Obligation with respect to Letter of Credit Payments. The Borrower’s 's obligation to reimburse the Administrative Agent for the account of each the Issuing Bank in respect of a Letter of Credit for each payment made under or in respect of such Issuing Bank’s Letters Letter of Credit shall be absolute and unconditional and joint and several under any and all circumstances and irrespective of any set offsetoff, counterclaim or defense to payment which the Borrower may have or have had against the beneficiary of such Letter of Credit, the Administrative Agent, any or the Issuing Bank, as issuer of such Letter of Credit, any Lender or any other Person, including, without limitation, any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, any drawing document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit; provided, thathowever, that with respect to any Letter of Credit, the foregoing shall not relieve any the Issuing Bank of any liability it may have to the Borrower for any actual damages sustained by the Borrower to the extent arising from a wrongful payment under such Letter of Credit made as a result of such the Issuing Bank’s 's gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decisionmisconduct.