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 the Issuing Bank in respect of each payment under or in respect of the 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, 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 the Issuing Bank of any liability it may have to the Borrower for any actual damages sustained by the Borrower arising from a wrongful payment under such Letter of Credit made as a result of the Issuing Bank's gross negligence or willful misconduct.

Absolute Obligation with respect to Letter of Credit Payments. The Borrower's obligation to reimburse the Administrative Agent for the account of the Issuing Bank in respect of a Letter of Credit for each payment under or in respect of the Letters 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 the Borrower may have or have had against the beneficiary of such Letter of Credit, the Administrative Agent, 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, with respect that the Borrower shall not be obligated to any reimburse the Agent for the account of the Issuing Bank, as issuer of a Letter of Credit, the foregoing shall not relieve the Issuing Bank of any liability it may have to the Borrower for any actual damages sustained by the Borrower arising from a wrongful payment under such Letter of Credit made as a result of the Issuing Bank's gross negligence or willful misconduct.

Absolute Obligation with respect to Letter of Credit Payments. The Borrower's Borrowers' obligation to reimburse the Administrative Agent for the account of the Issuing Bank BNY in respect of the Letter of Credit for each payment under or in respect of the Letters Letter of Credit shall be joint and several and absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the either Borrower may have or have had against the beneficiary of such Letter of Credit, the Administrative Agent, the Issuing Bank, BNY 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, with respect that the Borrowers shall not be obligated to any reimburse the Agent for the account of BNY as issuer of a Letter of Credit, the foregoing shall not relieve the Issuing Bank of any liability it may have to the Borrower Credit for any actual damages sustained by the Borrower arising from a wrongful payment under such Letter of Credit made as a result of the Issuing BankBNY's gross negligence or willful misconduct.

Absolute Obligation with respect to Letter of Credit Payments. The Borrower's obligation to reimburse the Administrative Agent for the account of the Issuing Bank in respect of Issuer for each payment under or in respect of the Letters each 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 the Borrower may have or have had against the beneficiary of such Letter of Credit, the Administrative Agent, the Issuing BankIssuer, as issuer of such Letter of Creditthe Swing Line Lender, 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, PROVIDED that, with respect to any Letter of Credit, the foregoing shall not relieve the Issuing Bank Issuer of any liability it may have to the Borrower for any actual damages sustained by the Borrower arising from a wrongful payment (or failure to pay) under such Letter of Credit made as a result of the Issuing BankIssuer's gross negligence or willful misconduct.