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

Absolute Obligation with respect to Letter of Credit Payments. (a) The payment of drafts under any Letter of Credit shall be made in accordance with the terms of such Letter of Credit and (i) the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce No. 500, as adopted or amended from time to time, in the case of Trade Letters of Credit and (ii) the International Standby Practices 1998 or most recent revision thereof or successor thereto which shall be in effect from time to time, in the case of Standby Letters of Credit. The Issuing Bank shall be entitled to honor any drafts and accept any documents presented to it by the beneficiary of such Letter of Credit in accordance with the terms of such Letter of Credit and believed by the Issuing Bank in good faith to be genuine. The Issuing Bank shall not have any duty to inquire as to the accuracy or authenticity of any draft or other drawing documents which may be presented to it, but shall be responsible only to determine in accordance with customary commercial practices that the documents which are required to be presented before payment or acceptance of a draft under any Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit. (b) Parent's obligation to reimburse the Agent for the account of the Issuing Bank in respect of a Letter of Credit for each payment under or in respect of such Letter of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which Parent may have or have had against the beneficiary of such Letter of Credit, the Agent, the Issuing Bank, as issuer of such Letter of Credit, any Lender or any other Person, including any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, its lack of knowledge of the issuance 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 the Issuing Bank of any liability it may have to Parent for any actual damages sustained by Parent arising from a wrongful payment under such Letter of Credit made as a result of the Issuing Bank's gross negligence or willful misconduct. (c) At any time when an Event of Default exists, upon demand made by the Agent acting at the request of the Required Lenders, the Parent shall be obligated forthwith to deposit in the Parent Cash Collateral Account an amount in immediately available funds equal to the sum of (x) the aggregate undrawn face amount of the outstanding Letters of Credit, (y) the aggregate amount of unpaid drafts drawn on all Letters of Credit, and (z) the aggregate unpaid Reimbursement Obligations (after giving effect to any Revolving Credit Loans made on such date to pay any such Reimbursement Obligations).

Absolute Obligation with respect to Letter of Credit Payments. (a) The payment of drafts under any Letter of Credit shall be made in accordance with the terms of such Letter of Credit and (i) the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce No. 500, as adopted or amended from time to time, in the case of Trade Letters of Credit and (ii) the International Standby Practices 1998 or most recent revision thereof or successor thereto which shall be in effect from time to time, in the case of Standby Letters of Credit. The Issuing Bank shall be entitled to honor any drafts and accept any documents presented to it by the beneficiary of such Letter of Credit in accordance with the terms of such Letter of Credit and believed by the Issuing Bank in good faith to be genuine. The Issuing Bank shall not have any duty to inquire as to the accuracy or authenticity of any draft or other drawing documents which may be presented to it, but shall be responsible only to determine in accordance with customary commercial practices that the documents which are required to be presented before payment or acceptance of a draft under any Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit. (b) Parent's obligation to reimburse the Agent for the account of the Issuing Bank in respect of a Letter of Credit for each payment under or in respect of such Letter of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which Parent may have or have had against the beneficiary of such Letter of Credit, the Agent, the Issuing Bank, as issuer of such Letter of Credit, any Lender or any other Person, including any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, its lack of knowledge of the issuance 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 the Issuing Bank of any liability it may have to Parent for any actual damages sustained by Parent arising from a wrongful payment under such Letter of Credit made as a result of the Issuing Bank's gross negligence or willful misconduct. (c) At any time when an Event of Default exists, upon demand made by the Agent acting at the request of the Required Lenders, the Parent shall be obligated forthwith to deposit in the Parent Cash Collateral Account an amount in immediately available funds equal to the sum of (x) the aggregate undrawn face amount of the outstanding Letters of Credit, (y) the aggregate amount of unpaid drafts drawn on all Letters of Credit, and (z) the aggregate unpaid Reimbursement Obligations (after giving effect to any Revolving Credit Loans made on such date to pay any such Reimbursement Obligations).

Absolute Obligation with respect to Letter of Credit Payments. (a) The payment of drafts under any Letter of Credit shall be made in accordance with the terms of such Letter of Credit and (i) the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce No. 500, as adopted or amended from time to time, in the case of Trade Letters of Credit and (ii) the International Standby Practices 1998 or most recent revision thereof or successor thereto which shall be in effect from time to time, in the case of Standby Letters of Credit. The Issuing Bank shall be entitled to honor any drafts and accept any documents presented to it by the beneficiary of such Letter of Credit in accordance with the terms of such Letter of Credit and believed by the Issuing Bank in good faith to be genuine. The Issuing Bank shall not have any duty to inquire as to the accuracy or authenticity of any draft or other drawing documents which may be presented to it, but shall be responsible only to determine in accordance with customary commercial practices that the documents which are required to be presented before payment or acceptance of a draft under any Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit. (b) Parent's The Borrowers' obligation to reimburse the Agent for the account of the Issuing Bank in respect of a Letter of Credit for each payment under or in respect of such Letter of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which Parent the Borrowers may have or have had against the beneficiary of such Letter of Credit, the Agent, the Issuing Bank, as issuer of such Letter of Credit, any Lender or any other Person, including any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, its lack of knowledge of the issuance 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 the Issuing Bank of any liability it may have to Parent the Borrowers for any actual damages sustained by Parent the Borrowers arising from a wrongful payment under such Letter of Credit made as a result of the Issuing Bank's gross negligence or willful misconduct. (c) At any time when an Event of Default exists, upon demand made by the Agent acting at the request of the Required Lenders, the Parent Borrowers shall be obligated forthwith to deposit in the Parent Cash Collateral Account Accounts an amount in immediately available funds equal to the sum of (x) the aggregate undrawn face amount of the outstanding Letters of Credit, (y) the aggregate amount of unpaid drafts drawn on all Letters of Credit, and (z) the aggregate unpaid Reimbursement Obligations (after giving effect to any Revolving Credit Loans made on such date to pay any such Reimbursement Obligations).

Absolute Obligation with respect to Letter of Credit Payments. (a) The payment of drafts In determining whether to pay under any Letter of Credit shall be made in accordance with Credit, the terms of such Letter of Credit and (i) the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce No. 500, as adopted or amended from time to time, in the case of Trade Letters of Credit and (ii) the International Standby Practices 1998 or most recent revision thereof or successor thereto which shall be in effect from time to time, in the case of Standby Letters of Credit. The Issuing Bank shall be entitled have no obligation to honor any drafts and accept Lender or the Borrower other than to confirm that any documents presented to it by the beneficiary of such Letter of Credit in accordance with the terms of such Letter of Credit and believed by the Issuing Bank in good faith to be genuine. The Issuing Bank shall not have any duty to inquire as to the accuracy or authenticity of any draft or other drawing documents which may be presented to it, but shall be responsible only to determine in accordance with customary commercial practices that the documents which are required to be presented before payment or acceptance of a draft delivered under any such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of that such Letter of Credit. (b) Parent's . The obligation of the Borrower to reimburse the Agent for Issuing Bank pursuant to Sections 2.8 and 2.9, and the account obligation of each Revolving Lender to make available to the Issuing Bank the amounts set forth in respect of a Letter of Credit for each payment under or in respect of such Letter of Credit and pursuant to Sections 2.8 and 2.9, shall be absolute absolute, unconditional and unconditional irrevocable under any and all circumstances and irrespective of circumstances, shall be made without reduction for any set-off, counterclaim or defense other deduction of any nature whatsoever, may not be terminated, suspended or delayed for any reason whatsoever, shall not be subject to payment which Parent may have any qualification or have had against exception and shall be made in accordance with the beneficiary terms and conditions of such Letter of Creditthis Agreement, the Agentincluding, the Issuing Bankwithout limitation, as issuer of such Letter of Credit, any Lender or any other Person, including any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, its lack of knowledge of the issuance 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 the Issuing Bank of any liability it may have to Parent the Borrower or any Revolving Lender with respect to any Letter of Credit for any actual damages sustained by Parent the Borrower or such Revolving Lender to the extent arising from a wrongful payment under such Letter of Credit made as a result of the Issuing Bank's gross negligence or willful misconduct. (c) At any time when an Event , provided further that in the absence of Default exists, upon demand made by gross negligence or willful misconduct on the Agent acting at the request part of the Required LendersIssuing Bank, the Parent Issuing Bank shall have no liability to any Lender or the Borrower for any action taken or omitted to be obligated forthwith to deposit taken by it under or in the Parent Cash Collateral Account an amount in immediately available funds equal to the sum of (x) the aggregate undrawn face amount of the outstanding Letters connection with any Letter of Credit, (y) the aggregate amount of unpaid drafts drawn on all Letters of Credit, and (z) the aggregate unpaid Reimbursement Obligations (after giving effect to any Revolving Credit Loans made on such date to pay including any such Reimbursement Obligations).action negligently taken or negligently omitted to be taken by it. - 29 - Credit Agreement ----------------