Common use of Liability Absolute Clause in Contracts

Liability Absolute. The obligations of the Company, WFS, WII and the Trust hereunder shall be absolute, unconditional and irrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including, without limitation, the following circumstances: (a) any lack of validity or enforceability of the Policies or all or any provision of this Agreement or of any of the other Transaction Agreements; (b) any amendment or waiver of or any consent to departure from all or any provision of this Agreement or of any other Transaction Agreement; (c) the existence of any claim, setoff, defense, reduction, abatement or other right which either Western Entity may have at any time against Financial Security or any other Person; (d) any statement, instrument of assignment or any other document presented to Financial Security in connection with the Policies proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (e) payment by Financial Security under the Policies against presentation of a certificate or other document which does not comply with the terms of the Policies, provided that such payment shall not have been the result of the gross negligence or willful misconduct of Financial Security; (f) any nonapplication or misapplication by the Indenture Trustee, the Owner Trustee, or any paying agent of the proceeds of the demand for payment under the Policies; (g) the failure of the Company or, indirectly, WFS, to receive the proceeds of the sale of the Notes or the Certificates; or (h) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, provided that such circumstance or happening shall not have been the result of the gross negligence or willful misconduct of Financial Security.

Liability Absolute. The obligations of the CompanyWFSRC, WFS, WII WFS and the Trust hereunder shall be absolute, unconditional and irrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including, without limitation, the following circumstances: (a) any lack of validity or enforceability of the Policies Policy or all or any provision of this Agreement or of any of the other Transaction Agreements; (b) any amendment or waiver of or any consent to departure from all or any provision of this Agreement or of any other Transaction Agreement; (c) the existence of any claim, setoff, defense, reduction, abatement or other right which either Western Entity may have at any time against Financial Security or any other Person; (d) any statement, instrument of assignment or any other document presented to Financial Security in connection with the Policies Policy proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (e) payment by Financial Security under the Policies Policy against presentation of a certificate or other document which does not comply with the terms of the PoliciesPolicy, provided that such payment shall not have been the result of the gross negligence or willful misconduct of Financial Security; (f) any nonapplication or misapplication by the Indenture Trustee, the Owner Trustee, or any paying agent of the proceeds of the demand for payment under the PoliciesPolicy; (g) the failure of the Company WFSRC, or, indirectly, WFS, to receive the proceeds of the sale of the Notes or the CertificatesNotes; or (h) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, provided that such circumstance or happening shall not have been the result of the gross negligence or willful misconduct of Financial Security.

Liability Absolute. The obligations of the CompanySeller, WFS, WII and the Trust hereunder shall be absolute, unconditional and irrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including, without limitation, the following circumstances: (a) any lack of validity or enforceability of the Policies Policy or all or any provision of this Agreement or of any of the other Transaction Agreements; (b) any amendment or waiver of or any consent to departure from all or any provision of this Agreement or of any other Transaction Agreement; (c) the existence of any claim, setoff, defense, reduction, abatement or other right which either Western Entity may have at any time against Financial Security or any other Person; (d) any statement, instrument of assignment or any other document presented to Financial Security in connection with the Policies Policy proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (e) payment by Financial Security under the Policies Policy against presentation of a certificate or other document which does not comply with the terms of the PoliciesPolicy, provided that such payment shall not have been the result of the gross negligence or willful misconduct of Financial Security; (f) any nonapplication or misapplication by the Indenture Trustee, the Owner Trustee, or any paying agent of the proceeds of the demand for payment under the PoliciesPolicy; (g) the failure of the Company Seller or, indirectly, WFS, to receive the proceeds of the sale of the Notes or the Certificates; or (h) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, provided that such circumstance or happening shall not have been the result of the gross negligence or willful misconduct of Financial Security.

Liability Absolute. The obligations of the Companyeach of WFSRC2, WFSWestcorp, WII WFS and the Trust hereunder shall be absolute, unconditional and irrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including, without limitation, the following circumstances: (a) any lack of validity or enforceability of the Policies Policy or all or any provision of this Agreement or of any of the other Transaction Agreements; (b) any amendment or waiver of or any consent to departure from all or any provision of this Agreement or of any other Transaction Agreement; (c) the existence of any claim, setoff, defense, reduction, abatement or other right which either Western Entity may have at any time against Financial Security or any other Person; (d) any statement, instrument of assignment or any other document presented to Financial Security in connection with the Policies Policy proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (e) payment by Financial Security under the Policies Policy against presentation of a certificate or other document which does not comply with the terms of the PoliciesPolicy, provided that such payment shall not have been the result of the gross negligence or willful misconduct of Financial Security; (f) any nonapplication or misapplication by the Indenture Trustee, the Owner Trustee, or any paying agent of the proceeds of the demand for payment under the PoliciesPolicy; (g) the failure of the Company WFSRC2, or, indirectly, WFS, to receive the proceeds of the sale of the Notes or the CertificatesNotes; or (h) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, provided that such circumstance or happening shall not have been the result of the gross negligence or willful misconduct of Financial Security.

Liability Absolute. The obligations of the CompanyWFAL, WFSWFSRC, WII WFS and the Trust hereunder shall be absolute, unconditional and irrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including, without limitation, the following circumstances: (a) any lack of validity or enforceability of the Policies Policy or all or any provision of this Agreement or of any of the other Transaction Agreements; (b) any amendment or waiver of or any consent to departure from all or any provision of this Agreement or of any other Transaction Agreement; (c) the existence of any claim, setoff, defense, reduction, abatement or other right which either Western Entity may have at any time against Financial Security or any other Person; (d) any statement, instrument of assignment or any other document presented to Financial Security in connection with the Policies Policy proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (e) payment by Financial Security under the Policies Policy against presentation of a certificate or other document which does not comply with the terms of the PoliciesPolicy, provided that such payment shall not have been the result of the gross negligence or willful misconduct of Financial Security; (f) any nonapplication or misapplication by the Indenture Trustee, the Owner Trustee, or any paying agent of the proceeds of the demand for payment under the PoliciesPolicy; (g) the failure of the Company WFAL, WFSRC, or, indirectly, WFS, to receive the proceeds of the sale of the Notes or the Certificates; or (h) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, provided that such circumstance or happening shall not have been the result of the gross negligence or willful misconduct of Financial Security.