Common use of Absolute Obligations Clause in Contracts

Absolute Obligations. The obligations of each Borrower to pay its Reimbursement Obligations and its obligation to repay the Reimbursement Loans and the obligations of the Lenders to fund their portion of Reimbursement Loans or participations under Section 2.03(d) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including the following: (i) any lack of validity or enforceability of, or any amendment or waiver of or any consent to departure from, any Letter of Credit, Support Agreement or any related document; (ii) the existence of any claim, set-off, defense or other right which any Person may have at any time against the beneficiary of any Letter of Credit, the L/C Issuer (including any claim for improper payment), Support Provider, Administrative Agent, any Lender or any other Person, whether in connection with any Loan Document or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (iii) any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever other than in respect of the gross negligence or willful misconduct of the L/C Issuer as determined by a non appealable decision of a court of competent jurisdiction; (iv) any affiliation between the L/C Issuer, the Administrative Agent and/or the Support Providers; or (v) to the extent permitted under applicable law, any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ Obligations hereunder.

Absolute Obligations. The obligations of each Borrower to pay its Reimbursement Obligations and its obligation to repay the Reimbursement Loans and the obligations of the Lenders to fund their portion of Reimbursement Loans or participations under Section 2.03(d) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including the following: (i) any lack of validity or enforceability of, or any amendment or waiver of or any consent to departure from, any Letter of Credit, Support Agreement or any related document; (ii) the existence of any claim, set-off, defense or other right which any Person may have at any time against the beneficiary of any Letter of Credit, the L/C Issuer (including any claim for improper payment), Support Provider, Administrative Agent, any Lender or any other Person, whether in connection with any Loan Document or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (iii) any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever other than in respect of the gross negligence or willful misconduct of the L/C Issuer as determined by a non appealable decision of a court of competent jurisdiction; (iv) any affiliation between the L/C Issuer, the Administrative Agent and/or the Support Providers; or (v) to the extent permitted under applicable law, any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ Obligations hereunder.

Absolute Obligations. The obligations of each Borrower to pay its Reimbursement Obligations and its obligation to repay the Reimbursement Loans and the obligations of the Lenders to fund their portion of Reimbursement Loans or participations under Section 2.03(d) 2.2.4 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including the following: (ia) any lack of validity or enforceability of, or any amendment or waiver of or any consent to departure from, any Letter of Credit, Support Agreement or any related document; (iib) the existence of any claim, set-off, defense or other right which any Person may have at any time against the beneficiary of any Letter of Credit, the L/C Issuer (including any claim for improper payment), Support Provider, Administrative Agent, any Lender or any other Person, whether in connection with any Loan Document or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (iiic) any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever other than in respect of the gross negligence or willful misconduct of the L/C Issuer as determined by a non non-appealable decision of a court of competent jurisdiction; (ivd) any affiliation between the L/C Issuer, the Administrative Agent and/or the Support Providers; or (ve) to the extent permitted under applicable law, any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ Obligations hereunder.

Absolute Obligations. The obligations of each Borrower to pay its Reimbursement Obligations and its Each Lender's obligation to repay fund an Advance as provided in Section 2.9(e) or Section 2.11(d) or to purchase participating interests pursuant to Section 2.9(f) or Section 2.11(e) and Borrower's reimbursement obligations with respect to the Reimbursement Loans and the obligations Letters of the Lenders to fund their portion of Reimbursement Loans or participations under Section 2.03(d) Credit shall be absolute, absolute and unconditional and irrevocableshall not be affected by any circumstance, and shall be performed strictly in accordance with the terms of this Agreementincluding, under all circumstances whatsoeverwithout limitation, including the following: (i) any lack setoff, counterclaim, recoupment, defense or other right which such Lender, the Borrower or any other member of validity the Consolidated Group may have against the Swing Line Bank, Lead Agent, any Issuing Bank, the Borrower or enforceability ofany other member of the Consolidated Group, or anyone else for any amendment reason whatsoever; (ii) the occurrence or waiver continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any consent to departure from, other member of the Consolidated Group; (iv) any Letter breach of Credit, Support this Agreement or any related document; of the other Loan Documents by the Borrower or any other member of the Consolidated Group or any Lender; (iiv) the existence of any claim, set-off, defense or other right which any Person Borrower may have at any time against the beneficiary any beneficiary, or any transferee, of any Letter of Credit, the L/C Issuer Credit (including any claim for improper payment), Support Provider, Administrative Agent, any Lender or any other PersonPersons for whom any such beneficiary or any such transferee may be acting), whether in connection with any Loan Document this Agreement, the transaction contemplated herein, or any unrelated transaction, provided that nothing herein shall prevent transaction (including any underlying transaction between Borrower or any member of the assertion Consolidated Group and the beneficiary of any such claim by separate suit or compulsory counterclaim; Letter of Credit); (iiivi) any draft, certificate, statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever other than in respect respect; (vii) payment by an Issuing Bank under any Letter of Credit against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit, provided that such payment shall not have constituted gross negligence or willful misconduct on the part of the L/C Issuer as determined by a non appealable decision of a court of competent jurisdiction; such Issuing Bank; or (ivviii) any affiliation between the L/C Issuerother circumstance, the Administrative Agent and/or the Support Providers; or (v) to the extent permitted under applicable law, any other circumstance happening or happening event whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ Obligations hereunder.

Absolute Obligations. The obligations of each Borrower to pay its Reimbursement Obligations and its obligation to repay the Reimbursement Loans and the obligations Each Payment Obligation of the Lenders to fund their portion of Reimbursement Loans or participations under Section 2.03(d) shall be absolute, unconditional and irrevocable, and Authority shall be performed strictly in accordance with this GR Reimbursement Agreement (subject to any modifications, waivers or consents by the Bank in accordance with the terms of this Agreementhereof) under any and all circumstances, under all circumstances whatsoever, including the following: and shall not be affected by (ia) any lack of validity or enforceability of this GR Reimbursement Agreement, any Bank Document or any Authority Document; (b) any amendment of, or any amendment waiver or waiver of consent with respect to, this GR Reimbursement Agreement, any Bank Document or any consent Authority Document, not consented to departure from, any Letter of Credit, Support Agreement or any related document; by the Bank; (iic) the existence of any claim, set-off, defense or other right which the Authority, the Trustee or any other Person may have at any time against the beneficiary of any Letter of CreditTrustee, the L/C Issuer (including any claim for improper payment)Bank, Support Providerthe Dealer, Administrative the Issuing and Paying Agent, any Lender or any other Person, whether in connection with ; (d) any Loan Document breach of contract or other dispute between the Authority or any unrelated transaction, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; other Person; (iiie) any statement statement, certificate, draft or any other document presented under any the Letter of Credit proving to be forged, fraudulent, untrue, inaccurate, invalid or insufficient in any respect or respect; (f) any statement therein being untrue or inaccurate in any respect whatsoever other than in respect payment by the Bank under the Letter of Credit against presentation of a certificate which does not comply with the terms of the Letter of Credit (except where (i) such payment constitutes the gross negligence or willful misconduct of the L/C Issuer as determined by Bank and (ii) the Bank has made payment of any Drawing under the Letter of Credit to a non appealable decision of a court of competent jurisdiction; party other than the Paying Agent or the Authority); (ivg) any affiliation between non-application or misapplication by the L/C IssuerTrustee, the Administrative Agent and/or Issuing and Paying Agent, the Support Providers; or (v) to the extent permitted under applicable law, Dealer or any other circumstance Person of the proceeds of any Drawing under the Letter of Credit or happening whatsoeverof the proceeds of the 2015 GR-3 Notes; (h) any delay, whether extension of time, renewal, compromise or not similar other indulgence or modification agreed to by the Bank, with or without notice to or approval by the Authority, in respect of any of the foregoingobligations of the Authority to the Bank under this GR Reimbursement Agreement, that mightany Bank Document or any Authority Document; (i) any exchange, but for release, surrender, impairment or non-perfection of any Lien on any collateral pledged or otherwise provided to secure any of the provisions obligations contemplated herein or in any Bank Document or, any Authority Document; or (j) any invalidity of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ Obligations hereunder2015 GR-3 Notes.