Common use of Obligation Absolute Clause in Contracts

Obligation Absolute. The obligation of the Borrower to reimburse Administrative Agent and any applicable Revolving Lenders for payments made with respect to any L/C Obligation shall be absolute, unconditional and irrevocable, without necessity of presentment, demand, protest or other formalities, and the obligation of each applicable Revolving Lender to make payments to Administrative Agent with respect to Letters of Credit shall be unconditional and irrevocable. Such obligations of the Borrower and Revolving Lenders shall be paid strictly in accordance with the terms hereof under all circumstances including the following: (i) any lack of validity or enforceability of any Letter of Credit or this Agreement or the other Loan Documents or any other agreement relating to the Letter of Credit; (ii) the existence of any claim, setoff, defense or other right that any Credit Party or any of their respective Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), Administrative Agent, any Lender, or any other Person, whether in connection with this Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (including any underlying transaction between the Credit Party or any of their respective Affiliates and the beneficiary of the Letter of Credit); (iii) any draft, demand, certificate 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; (iv) payment by Administrative Agent (except as otherwise expressly provided in paragraph (k)(ii)(C) below) or any L/C Issuer under any Letter of Credit or L/C Obligation against presentation of a demand, draft or certificate or other document that does not comply with the terms of such Letter of Credit or L/C Obligation; (v) any other circumstance or event whatsoever that is similar to any of the foregoing; (vi) the fact that a Default or an Event of Default has occurred and is continuing; (vii) any amendment or waiver of or any consent or departure from all or any of the provisions of any Letter of Credit or any Loan Document; or (viii) any other act or omission to act or delay of any kind of any L/C Issuer, Administrative Agent, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this subsection, constitute a legal or equitable discharge of Borrower’s obligations hereunder.

Obligation Absolute. The obligation of the UK Borrower to reimburse Administrative Agent and any applicable UK Revolving Lenders for payments made with respect to any L/C UK Letter of Credit Obligation shall be absolute, unconditional and irrevocable, without necessity of presentment, demand, protest or other formalities, and the obligation obligations of each applicable UK Revolving Lender to make payments to Administrative Agent with respect to Letters of Credit shall be unconditional and irrevocable. Such obligations of the UK Borrower and UK Revolving Lenders shall be paid strictly in accordance with the terms hereof under all circumstances including the following: (i) any lack of validity or enforceability of any UK Letter of Credit or this the Agreement or the other Loan Documents or any other agreement relating to the Letter of Creditagreement; (ii) the existence of any claim, setoff, defense or other right that any Credit Party UK Borrower or any of their respective its Affiliates or any Lender may at any time have against a beneficiary or any transferee of any UK Letter of Credit (or any Persons or entities for whom any such transferee may be acting), Administrative any Agent, any Lender, or any other Person, whether in connection with this the Agreement, the UK Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (including any underlying transaction between the Credit Party UK Borrower or any of their respective its Affiliates and the beneficiary of for which the UK Letter of CreditCredit was procured); (iii) any draft, demand, certificate or any other document presented under any UK 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; (iv) payment by Administrative Agent (except as otherwise expressly provided in paragraph (k)(ii)(Cg)(ii)(C) below) or any the UK L/C Issuer under any UK Letter of Credit or L/C Obligation guaranty thereof against presentation of a demand, draft or certificate or other document that does not comply with the terms of such UK Letter of Credit or L/C Obligationsuch guaranty; (v) any other circumstance or event whatsoever whatsoever, that is similar to any of the foregoing;; or (vi) the fact that a Default or an Event of Default has occurred and is continuing; (vii) any amendment or waiver of or any consent or departure from all or any of the provisions of any Letter of Credit or any Loan Document; or (viii) any other act or omission to act or delay of any kind of any L/C Issuer, Administrative Agent, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this subsection, constitute a legal or equitable discharge of Borrower’s obligations hereunder.

Obligation Absolute. The obligation of the Borrower Borrowers to reimburse the Administrative Agent and any applicable the Revolving Credit Lenders for payments made with respect to any L/C Obligation shall be absolute, unconditional and irrevocable, without necessity of presentment, demand, protest or other formalities, and the obligation obligations of each applicable Revolving Credit Lender to make payments to the Administrative Agent with respect to Letters of Credit shall be unconditional and irrevocable. Such obligations of the Borrower Borrowers and the Revolving Credit Lenders shall be paid strictly in accordance with the terms hereof under all circumstances including the followingfollowing circumstances: (ia) any lack of validity or enforceability of any Letter of Credit or this Agreement or the other Loan Documents or any other agreement relating to the Letter of Creditagreement; (iib) the existence of any claim, setoffset-off, defense or other right that which any Credit Party Borrower or any of their respective Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), the Administrative Agent, any Lender, or any other Person, whether in connection with this Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (including any underlying transaction between the Credit Party any Borrower or any of their respective Affiliates and the beneficiary of for which the Letter of CreditCredit was procured); (iiic) any draft, demand, certificate 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; (ivd) payment by the Administrative Agent (except as otherwise expressly provided in paragraph (k)(ii)(C) belowSection 3.7(b)) or any L/C Issuer Issuing Lender under any Letter of Credit or L/C Obligation guarantee thereof against presentation of a demand, draft or certificate or other document that which does not comply with the terms of such Letter of Credit or L/C Obligationsuch guarantee; (ve) any other circumstance or event whatsoever that happening whatsoever, which is similar to any of the foregoing;; or (vif) the fact that a Default or an Event of Default has shall have occurred and is be continuing; (vii) any amendment or waiver of or any consent or departure from all or any of the provisions of any Letter of Credit or any Loan Document; or (viii) any other act or omission to act or delay of any kind of any L/C Issuer, Administrative Agent, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this subsection, constitute a legal or equitable discharge of Borrower’s obligations hereunder.

Obligation Absolute. The obligation of the Borrower to reimburse Administrative ------------------- Agent and any applicable Revolving Lenders for payments made with respect to any Letter of Credit Obligation or Eligible Trade L/C Obligation shall be absolute, unconditional and irrevocable, without necessity of presentment, demand, protest or other formalities, and the obligation obligations of each applicable Revolving Lender to make payments to Administrative Agent with respect to Letters of Credit and Eligible Trade L/Cs shall be unconditional and irrevocable. Such obligations of the Borrower and Revolving Lenders shall be paid strictly in accordance with the terms hereof under all circumstances including the followingfollowing circumstances: (i) any lack of validity or enforceability of any Letter of Credit or this Eligible Trade L/C or the Agreement or the other Loan Documents or any other agreement relating to the Letter of Creditagreement; (ii) the existence of any claim, setoffset-off, defense or other right that any Credit Party which Borrower or any of their respective its Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit or Eligible Trade L/C (or any Persons or entities for whom any such transferee may be acting), Administrative Agent, any Lender, or any other Person, whether in connection with this the Agreement, the Letter of CreditCredit or Eligible Trade L/C, the transactions contemplated herein or therein or any unrelated transaction (including any underlying transaction between the Credit Party or any of their respective Affiliates Borrower and the beneficiary of for which the Letter of CreditCredit or Eligible Trade L/C was procured); (iii) any draft, demand, certificate or any other document presented under any Letter of Credit or Eligible Trade L/C proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Administrative Agent (except as otherwise expressly provided in paragraph (k)(ii)(C) below) or any L/C Issuer under any Letter of Credit or Eligible Trade L/C Obligation against presentation of a demand, draft or certificate or other document that which does not comply with the terms of such Letter of Credit or Eligible Trade L/C ObligationC; (v) any other circumstance or event whatsoever that happening whatsoever, which is similar to any of the foregoing;; or (vi) the fact that a Default or an Event of Default has shall have occurred and is be continuing; (vii) any amendment or waiver of or any consent or departure from all or any of the provisions of any Letter of Credit or any Loan Document; or (viii) any other act or omission to act or delay of any kind of any L/C Issuer, Administrative Agent, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this subsection, constitute a legal or equitable discharge of Borrower’s obligations hereunder.

Obligation Absolute. The obligation of the Borrower Borrowers to reimburse Administrative Revolving Credit Agent and any applicable Revolving Lenders for payments made with respect to any L/C Letter of Credit Obligation shall be absolute, unconditional and irrevocable, without necessity of presentment, demand, protest or other formalities, and the obligation obligations of each applicable Revolving Lender to make payments to Administrative Revolving Credit Agent with respect to Letters of Credit shall be unconditional and irrevocable. Such obligations of the Borrower Borrowers and Revolving Lenders shall be paid strictly in accordance with the terms hereof under all circumstances including the followingfollowing circumstances: (i) any lack of validity or enforceability of any Letter of Credit or this the Agreement or the other Loan Operative Documents or any other agreement relating to the Letter of Creditagreement; (ii) the existence of any claim, setoffset-off, defense or other right that which any Credit Party Borrower or any of their respective Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), Administrative Revolving Credit Agent, any Lender, or any other Person, whether in connection with this the Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (including any underlying transaction between the Credit Party any Borrower or any of their respective Affiliates and the beneficiary of for which the Letter of CreditCredit was procured); (iii) any draft, demand, certificate 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; (iv) payment by Administrative Revolving Credit Agent (except as otherwise expressly provided in paragraph (k)(ii)(Cg)(ii)(C) below) or any L/C Issuer under any Letter of Credit or L/C Obligation guaranty thereof against presentation of a demand, draft or certificate or other document that which does not comply with the terms of such Letter of Credit or L/C Obligationsuch guaranty, unless such demand, draft or certificate is substantially different from the applicable form specified in such Letter of Credit; (v) any other circumstance or event whatsoever that happening whatsoever, which is similar to any of the foregoing;; or (vi) the fact that a Default or an Event of Default has shall have occurred and is be continuing; (vii) any amendment or waiver of or any consent or departure from all or any of the provisions of any Letter of Credit or any Loan Document; or (viii) any other act or omission to act or delay of any kind of any L/C Issuer, Administrative Agent, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this subsection, constitute a legal or equitable discharge of Borrower’s obligations hereunder.

Obligation Absolute. The obligation of the Borrower to reimburse Administrative Agent and any applicable Tranche A Revolving Lenders for payments made with respect to any L/C Letter of Credit Obligation shall be absolute, unconditional and irrevocable, without necessity of presentment, demand, protest or other formalities, and the obligation obligations of each applicable Tranche A Revolving Lender to make payments to Administrative Agent with respect to Letters of Credit shall be unconditional and irrevocable. Such obligations of the Borrower and Tranche A Revolving Lenders shall be paid strictly in accordance with the terms hereof under all circumstances including the following: (i) any lack of validity or enforceability of any Letter of Credit or this the Agreement or the other Loan Documents or any other agreement relating to the Letter of Creditagreement; (ii) the existence of any claim, setoff, defense or other right that Borrower, any other Credit Party or any of their respective Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), Administrative Agent, any Lender, or any other Person, whether in connection with this the Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (including any underlying transaction between the Borrower, any other Credit Party or any of their respective Affiliates and the beneficiary of for which the Letter of CreditCredit was procured); (iii) any draft, demand, certificate 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; (iv) payment by Administrative Agent (except as otherwise expressly provided in paragraph (k)(ii)(Cg)(ii)(C) below) or any L/C Issuer under any Letter of Credit or L/C Obligation guaranty thereof against presentation of a demand, draft or certificate or other document that does not comply with the terms of such Letter of Credit or L/C Obligationsuch guaranty; (v) any other circumstance or event whatsoever whatsoever, that is similar to any of the foregoing;; or (vi) the fact that a Default or an Event of Default has occurred and is continuing; (vii) any amendment or waiver of or any consent or departure from all or any of the provisions of any Letter of Credit or any Loan Document; or (viii) any other act or omission to act or delay of any kind of any L/C Issuer, Administrative Agent, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this subsection, constitute a legal or equitable discharge of Borrower’s obligations hereunder.

Obligation Absolute. The joint and several obligation of the Borrower Borrowers to reimburse Administrative Agent and any applicable Lenders with Revolving Lenders Loan Commitments for payments made with respect to any L/C Letter of Credit Obligation shall be absolute, unconditional and irrevocable, without necessity of presentment, demand, protest or other formalities, and the obligation obligations of each applicable Revolving Lender to make payments to Administrative Agent with respect to Letters of Credit shall be unconditional and irrevocable. Such obligations of the Borrower Borrowers and Lenders with Revolving Lenders Loan Commitments shall be paid strictly in accordance with the terms hereof under all circumstances including the following: (i) any lack of validity or enforceability of any Letter of Credit or this Agreement or the other Loan Documents or any other agreement relating to the Letter of Creditagreement; (ii) the existence of any claim, setoff, defense or other right that any Credit Party Borrower or any of their respective Affiliates or any Lender may at any time have against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such transferee may be acting), Administrative Agent, any Lender, or any other Person, whether in connection with this Agreement, the Letter of Credit, the transactions contemplated herein or therein or any unrelated transaction (including any underlying transaction between the Credit Party any Borrower or any of their respective Affiliates and the beneficiary of for which the Letter of CreditCredit was procured); (iii) any draft, demand, certificate 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; (iv) payment by Administrative Agent (except as otherwise expressly provided in paragraph (k)(ii)(Cg)(ii)(C) below) or any L/C Issuer under any Letter of Credit or L/C Obligation guaranty thereof against presentation of a demand, draft or certificate or other document that does not comply with the terms of such Letter of Credit or L/C Obligationsuch guaranty; (v) any other circumstance or event whatsoever whatsoever, that is similar to any of the foregoing;; or (vi) the fact that a Default or an Event of Default has occurred and is continuing; (vii) any amendment or waiver of or any consent or departure from all or any of the provisions of any Letter of Credit or any Loan Document; or (viii) any other act or omission to act or delay of any kind of any L/C Issuer, Administrative Agent, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this subsection, constitute a legal or equitable discharge of Borrower’s obligations hereunder.