Common use of Borrower’s Obligations Absolute Clause in Contracts

Borrower’s Obligations Absolute. The obligation of the Borrowers to pay a Letter of Credit Bank for the account of the Banks, for each Letter of Credit Obligation arising under the Letter of Credit issued by such Letter of Credit Bank shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be binding in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or right which any Borrower may have at any time against a beneficiary of any Letter of Credit or any transferee of any Letter of Credit (or any person for whom any such transferee may be acting), the Agent, such Letter of Credit Bank, the Banks or any other Person, whether in connection with this Agreement, any Reimbursement Agreement or any Letter of Credit, the transactions contemplated herein or any unrelated transactions; (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient (except for insufficiencies that are manifest) in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement or the other Loan Documents; (v) any failure of the Agent or any Letter of Credit Bank to provide notice to the Borrowers of any drawing under any Letter of Credit; (vi) the occurrence or continuance of any Default; or (vii) any other reason that is not the result of the gross negligence or willful misconduct on the part of such Letter of Credit Bank.

Borrower’s Obligations Absolute. The obligation of the Borrowers to pay a Letter of Credit Bank reimburse the Agent for the account of the Banks, Banks for each drawing under a Letter of Credit Obligation arising and each payment under the Letter of Credit issued by such Letter of Credit Bank an Acceptance shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be binding in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoffset-off, defense or right which any either Borrower may have at any time against a beneficiary of any Letter of Credit or a payee of any Acceptance or any transferee of any Letter of Credit or Acceptance (or any person for whom any such transferee may be acting), the Agent, such Letter of Credit Bank, the Banks or any other Person, whether in connection with this Agreement, any Reimbursement Agreement or any Letter of Credit, any Acceptance, the transactions contemplated herein or any unrelated transactions; (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient (except for insufficiencies that are manifestunless, in each case, manifestly so) in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement or the other Loan Documents; (v) any failure of the Agent or any Letter of Credit Bank to provide notice to the Borrowers of any drawing under any Letter of Credit;Credit or any presentation of any Acceptance; or (vi) the occurrence or continuance of any Default or Event of Default; or (vii) any other reason that is not the result of the gross negligence or willful misconduct on the part of such Letter of Credit Bank.

Borrower’s Obligations Absolute. The obligation of the Borrowers Borrower to pay a Letter of Credit Bank reimburse the Administrative Agent for the account of the BanksLenders, for each drawing under a Letter of Credit Obligation arising under the Letter of Credit issued by such Letter of Credit Bank shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be binding in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Credit Documents; (ii) the existence of any claim, setoffset-off, defense or right which any the Borrower may have at any time against a beneficiary of any Letter of Credit or any transferee of any Letter of Credit (or any person Person for whom any such transferee may be acting), the Administrative Agent, such Letter of Credit Bank, the Banks Lenders or any other Person, whether in connection with this Agreement, any Reimbursement Agreement or any Letter of Credit, the transactions contemplated herein or any unrelated transactions; (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient (except for insufficiencies that are manifestunless, in each case, manifestly so) in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement or the other Loan Credit Documents; (v) any failure of the Administrative Agent or any Letter of Credit Bank to provide notice to the Borrowers Borrower of any drawing under any Letter of Credit;; or (vi) the occurrence or continuance of any Default; or (vii) any other reason that is not the result of the gross negligence or willful misconduct on the part of such Letter of Credit Bank.

Borrower’s Obligations Absolute. The obligation of the Borrowers Borrower to pay a Letter of Credit Bank reimburse the Administrative Agent for the account of the BanksLenders, for each drawing under a Letter of Credit Obligation arising under the Letter of Credit issued by such Letter of Credit Bank shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be binding in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Credit Documents; (ii) the existence of any claim, setoffset-off, defense or right which any the Borrower may have at any time against a beneficiary of any Letter of Credit or any transferee of any Letter of Credit (or any person for whom any such transferee may be acting), the Administrative Agent, such Letter of Credit Bank, the Banks Lenders or any other Person, whether in connection with this Agreement, any Reimbursement Agreement or any Letter of Credit, the transactions contemplated herein or any unrelated transactions; (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient (except for insufficiencies that are manifestunless, in each case, manifestly so) in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement or the other Loan Credit Documents; (v) any failure of the Administrative Agent or any Letter of Credit Bank to provide notice to the Borrowers Borrower of any drawing under any Letter of Credit;; or (vi) the occurrence or continuance of any Default; or (vii) any other reason that is not the result of the gross negligence or willful misconduct on the part of such Letter of Credit Bank.

Borrower’s Obligations Absolute. The obligation of the Borrowers Borrower to pay a Letter of Credit Bank reimburse the Agent for the account of the BanksLenders, for each drawing under a Letter of Credit Obligation arising under the Letter of Credit issued by such Letter of Credit Bank shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be binding in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Credit Documents; (ii) the existence of any claim, setoffset-off, defense or right which any the Borrower may have at any time against a beneficiary of any Letter of Credit or any transferee of any Letter of Credit (or any person for whom any such transferee may be acting), the Agent, such Letter of Credit Bank, the Banks Lenders or any other Person, whether in connection with this Agreement, any Reimbursement Agreement or any Letter of Credit, the transactions contemplated herein or any unrelated transactions; (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient (except for insufficiencies that are manifestunless, in each case, manifestly so) in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement or the other Loan Credit Documents; (v) any failure of the Agent or any Letter of Credit Bank to provide notice to the Borrowers Borrower of any drawing under any Letter of Credit;; or (vi) the occurrence or continuance of any Default; or (vii) any other reason that is not the result of the gross negligence or willful misconduct on the part of such Letter of Credit Bank.

Borrower’s Obligations Absolute. The obligation obligations of the Borrowers to pay a Letter of Credit Bank for the account of the Banks, for each Letter of Credit Obligation arising Borrower under the Letter of Credit issued by such Letter of Credit Bank shall be irrevocable, shall not be subject to any qualification or exception whatsoever and shall be binding in accordance with the terms and conditions of this Agreement under all circumstancesAgreement, including, without limitation, the following circumstancesobligations under this Section 2.02, shall be absolute, unconditional and irrevocable, under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which Borrower may have or have had against Bank, including, without limitation: (i) any lack of validity or enforceability of the Letter of Credit, this Agreement Agreement, the Note or any other Loan Document; (ii) any amendment or waiver of or any consent to any departure from all or any of the other Loan Documents; (iiiii) any exchange, release or nonperfection of any collateral or any release, waiver, amendment of any guarantee; (iv) the existence of any claim, setoff, defense or other right which any Borrower may have at any time against a beneficiary of any Letter of Credit or the Beneficiary (including any transferee of any the Letter of Credit (or any person entity for whom such beneficiary or any such transferee may be acting), the Agent, such Letter of Credit Bank, the Banks or any other Person), whether in connection with this Agreement, any Reimbursement the transactions contemplated by this Agreement or any Letter of Credit, the transactions contemplated herein or any unrelated transactionsother related transaction; (iiiv) any draft, certificate statement or any other document presented under any the Letter of Credit proving to be forged, or in any respect, fraudulent, invalid or insufficient (except for insufficiencies that are manifest) in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement or the other Loan Documents; (v) any failure of the Agent or any Letter of Credit Bank to provide notice to the Borrowers of any drawing under any Letter of Credit;; or (vi) payment by Bank under the occurrence Letter of Credit against presentation of a statement or continuance draft which does not comply with the terms of any Default; or the Letter of Credit (vii) any other reason that is not the result of unless resulting from the gross negligence or willful misconduct on the part of such Letter of Credit Bank).