Common use of Obligations to Reimburse Standby L/C Drawing Absolute Clause in Contracts

Obligations to Reimburse Standby L/C Drawing Absolute. (a) The obligations of the Borrower to reimburse an Issuing Bank for any Drawing 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 circumstances: (i) any lack of validity or enforceability of any Transaction Document; (ii) any amendment to or waiver of or any consent to departure from the terms of any Transaction Document; (iii) the existence of any claim, set-off, defense or other right which the Borrower may have at any time against the beneficiary of any Standby L/C or any transferee of any Standby L/C (or any Person for whom any such transferee may be acting), the Administrative Agent, any Participating Lender or any other Person, whether in connection with this Agreement, any other Transaction Document or any unrelated transaction; (iv) any draft, statement or any other document presented under a Standby L/C proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; or (v) payment by an Issuing Bank under a Standby L/C against presentation of a draft or document which does not comply with the terms of such Standby L/C. (b) The Issuing Banks shall not be responsible to any Person: (i) for the validity, genuineness or legal effect of any document submitted to an Issuing Bank by any Person in connection with the issuance of, or any Drawing under, any Standby L/C; provided, however, that nothing in this clause (i) shall relieve an Issuing Bank from its obligations to honor a Drawing under a Standby L/C that strictly complies with the terms of such Standby L/C; (ii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (iii) for any loss or delay in the transmission or otherwise of any document required in order to make a Drawing under a Standby L/C or of the proceeds thereof; (iv) for the misapplication by the beneficiary of a Standby L/C of the proceeds of a Drawing under such Standby L/C; or (v) for any consequences arising from causes beyond the control of an Issuing Bank (including, any acts of any Governmental Authority); provided, however, that the provisions of this Section 3.03 shall not limit any right or claim the Borrower may have against an Issuing Bank to the extent of any direct, as opposed to consequential or special, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s gross negligence or willful misconduct, it being understood that the existence of any such right or claim shall not in any way affect the obligation of the Borrower to reimburse such Issuing Bank for all Drawings under Standby L/Cs.

Obligations to Reimburse Standby L/C Drawing Absolute. (a) The obligations of the Borrower Issuer to reimburse an the Issuing Bank for any Standby L/C Drawing 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 circumstances: (i) any lack of validity or enforceability of any Transaction Document; (ii) any amendment to or waiver of or any consent to departure from the terms of any Transaction Document; (iii) the existence of any claim, set-off, defense or other right which the Borrower Issuer may have at any time against the beneficiary of any Standby L/C or any transferee of any Standby L/C (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Bank or any Participating Lender or any other Person, whether in connection with this Agreement, any other Transaction Document or any unrelated transaction; (iv) any draft, statement or any other document presented under a Standby L/C proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; or (v) payment by an the Issuing Bank under a Standby L/C against presentation of a draft or document which does not comply with the terms of such Standby L/C. (b) The Issuing Banks Bank shall not be responsible to any Person: (i) for the validity, genuineness or legal effect of any document submitted to an the Issuing Bank by any Person in connection with the issuance of, or any Standby L/C Drawing under, any Standby L/C; provided, however, that nothing in this clause (i) shall relieve an the Issuing Bank from its obligations to honor a Standby L/C Drawing under a Standby L/C that strictly complies with the terms of such Standby L/C; (ii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (iii) for any loss or delay in the transmission or otherwise of any document required in order to make a Standby L/C Drawing under a Standby L/C or of the proceeds thereof; (iv) for the misapplication by the beneficiary of a Standby L/C of the proceeds of a Standby L/C Drawing under such Standby L/C; or (v) for any consequences arising from causes beyond the control of an the Issuing Bank (including, any acts of any Governmental Authority); provided, however, that the provisions of this Section 3.03 4.03 shall not limit any right or claim the Borrower Issuer may have against an the Issuing Bank to the extent of any direct, as opposed to consequential or special, damages suffered by the Borrower Issuer which the Borrower Issuer proves were caused by such the Issuing Bank’s 's gross negligence or willful misconduct, it being understood that the existence of any such right or claim shall not in any way affect the obligation of the Borrower Issuer to reimburse such the Issuing Bank for all Standby L/C Drawings under Standby L/Cs.

Obligations to Reimburse Standby L/C Drawing Absolute. (a) The obligations of the Borrower to reimburse an the Issuing Bank for any Standby L/C Drawing 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 circumstances: (i) any lack of validity or enforceability of any Transaction Document; (ii) any amendment to or waiver of or any consent to departure from the terms of any Transaction Document; (iii) the existence of any claim, set-off, defense or other right which the Borrower may have at any time against the beneficiary of any Standby L/C or any transferee of any Standby L/C (or any Person for whom any such transferee may be acting), the Administrative Agent, any Participating Revolving Lender or any other Person, whether in connection with this Agreement, any other Transaction Document or any unrelated transaction; (iv) any draft, statement or any other document presented under a Standby L/C proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; or (v) payment by an the Issuing Bank under a Standby L/C against presentation of a draft or document which does not comply with the terms of such Standby L/C. (b) The Issuing Banks Bank shall not be responsible to any Person: (i) for the validity, genuineness or legal effect of any document submitted to an the Issuing Bank by any Person in connection with the issuance of, or any Drawing under, any Standby L/CC Drawing; provided, however, that nothing in this clause (i) shall relieve an the Issuing Bank from its obligations to honor a Drawing under a Standby L/C Drawing that strictly complies with the terms of such Standby L/C; (ii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (iii) for any loss or delay in the transmission or otherwise of any document required in order to make a Drawing under a Standby L/C Drawing or of the proceeds thereof; (iv) for the misapplication by the beneficiary of a Standby L/C of the proceeds of a Drawing under such Standby L/CC Drawing; or (v) for any consequences arising from causes beyond the control of an the Issuing Bank (including, including any acts of any Governmental Authority); provided, however, that the provisions of this Section 3.03 shall not limit any right or claim the Borrower may have against an the Issuing Bank to the extent of any direct, as opposed to consequential or special, damages suffered by the Borrower which the Borrower proves were caused by such the Issuing Bank’s gross negligence or willful misconduct, it being understood that the existence of any such right or claim shall not in any way affect the obligation of the Borrower to reimburse such the Issuing Bank for all Drawings under Standby L/CsC Drawings.