Common use of Payments to Issuing Bank Clause in Contracts

Payments to Issuing Bank. The Borrower agrees to pay to the Agent the amount of all Reimbursement Obligations, interest and other amounts payable to the Agent under or in connection with any Letter of Credit issued for such Borrower's account immediately when due, provided that the Agent has acted in good faith and with reasonable care, irrespective of: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, set-off, defense or other right which the Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Agent, any Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions; (iii) any draft, certificate or any other document presented under the Letter of Credit proves to be forged, fraudulent, invalid or insufficient 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 any of the Loan Documents; (v) payment by the Agent 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; (vi) payment by the Agent under any Letter of Credit against presentation of any draft or certificate that does not comply with the terms of such Letter of Credit, except payment resulting from the gross negligence or willful misconduct of the Agent; or (vii) any other circumstances or happenings whatsoever, whether or not similar to any of the foregoing, except circumstances or happenings resulting from the gross negligence or willful misconduct of the Agent.

Payments to Issuing Bank. The Borrower agrees to pay to the Agent Issuing Bank the amount of all Reimbursement Obligations, interest and other amounts payable to the Agent Issuing Bank under or in connection with any Letter of Credit issued for such Borrower's account immediately when due, provided that the Agent has acted in good faith and with reasonable care, irrespective of: (iA) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (iiB) the existence of any claim, set-off, defense or other right which the Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Issuing Bank, the Administrative Agent, any Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions; (iiiC) any draft, certificate or any other document presented under the Letter of Credit proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (ivD) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (vE) payment by the Agent Issuing Bank under any Letter of Credit against presentation of any draft or certificate proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, except payment resulting from the gross negligence or willful misconduct of the Issuing Bank; (viF) payment by the Agent Issuing Bank under any Letter of Credit against presentation of any draft or certificate that does not comply with the terms of such Letter of Credit, except payment resulting from the gross negligence or willful misconduct of the AgentIssuing Bank; or (viiG) any other circumstances or happenings whatsoever, whether or not similar to any of the foregoing, except circumstances or happenings resulting from the gross negligence or willful misconduct of the AgentIssuing Bank.

Payments to Issuing Bank. The Borrower agrees to pay to the Agent Issuing Bank the amount of all Reimbursement Obligations, interest and other amounts payable to the Agent Issuing Bank under or in connection with any the Letter of Credit issued for such Borrower's account immediately when due, provided that the Agent has acted in good faith and with reasonable care, irrespective of: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, set-off, defense or other right which the Borrower may have at any time against a beneficiary named in a the Letter of Credit or any transferee of any the Letter of Credit (or any Person for whom any such transferee may be acting), the AgentIssuing Bank, any Bank Lender or any other Person, whether in connection with this Agreement, any the Letter of Credit, the transactions contemplated herein or any unrelated transactions; (iii) any draft, certificate or any other document presented under the Letter of Credit proves to be forged, fraudulent, invalid or insufficient 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 any of the Loan Documents; (v) payment by the Agent Issuing Bank under any the 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; (vi) payment by the Agent Issuing Bank under any the Letter of Credit against presentation of any draft or certificate that does not comply with the terms of such the Letter of Credit, except payment resulting from the gross negligence or willful misconduct of the AgentIssuing Bank; or (vii) any other circumstances or happenings whatsoever, whether or not similar to any of the foregoing, except circumstances or happenings resulting from the gross negligence or willful misconduct of the AgentIssuing Bank.

Payments to Issuing Bank. The Borrower agrees to pay to the Agent Letter of Credit Issuer the amount of all Reimbursement Obligations, interest and other amounts payable to the Agent Letter of Credit Issuer under or in connection with any Letter of Credit issued for such the Borrower's or any Loan Party's account immediately when due, provided that the Agent has acted in good faith and with reasonable care, irrespective of: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, set-off, defense or other right which the Borrower or any Loan Party may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Letter of Credit Issuer, the Agent, any Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions; (iii) any draft, certificate or any other document presented under the Letter of Credit proves to be forged, fraudulent, invalid or insufficient 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 any of the Loan Documents; (v) payment by the Agent Letter of Credit Issuer 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; (vi) payment by the Agent Letter of Credit Issuer under any Letter of Credit against presentation of any draft or certificate that does not comply with the terms of such Letter of Credit, except payment resulting from the gross negligence or willful misconduct of the AgentLetter of Credit Issuer; or (vii) any other circumstances or happenings whatsoever, whether or not similar to any of the foregoing, except circumstances or happenings resulting from the gross negligence or willful misconduct of the AgentLetter of Credit Issuer.

Payments to Issuing Bank. The Borrower agrees to pay to the Agent Issuing Bank the amount of all Reimbursement Obligations, interest and other amounts payable to the Agent Issuing Bank under or in connection with any Letter of Credit issued for such the Borrower's ’s account immediately when due, provided that the Agent has acted in good faith and with reasonable care, irrespective of: : (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; ; (ii) the existence of any claim, set-off, defense or other right which the Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Issuing Bank, the Administrative Agent, any Bank Lender or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions; ; (iii) any draft, certificate or any other document presented under the Letter of Credit proves to be forged, fraudulent, invalid or insufficient 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 any of the Loan Documents; ; (v) payment by any irregularity in the Agent under transaction with respect to which any Letter of Credit proving to be forgedis issued, fraudulent, invalid or insufficient in including any respect fraud by the beneficiary or any statement therein being untrue or inaccurate in any respect; transferee of such Letter of Credit; (vi) payment by the Agent Issuing Bank under any Letter of Credit against presentation of any draft or certificate that does not comply with the terms of such Letter of Credit, except payment resulting from the gross negligence ; or willful misconduct of the Agent; or (vii) any other circumstances or happenings whatsoever, whether or not similar to any of the foregoing, except circumstances or happenings resulting from ; provided that the obligations of the Borrower under this paragraph (a) shall not constitute a waiver of any rights the Borrower may have to pursue a claim against the Issuing Bank for gross negligence or willful misconduct on the part of the AgentIssuing Bank.

Payments to Issuing Bank. The Each Borrower agrees to pay to the Agent the amount of all Reimbursement Obligations, interest and other amounts payable to the Agent under or in connection with any Letter of Credit issued for such either Borrower's account immediately when due, provided that the Agent has acted in good faith and with reasonable care, irrespective of:: AT: 1030545v10 (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, set-off, defense or other right which the either Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Agent, any Bank or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions; (iii) any draft, certificate or any other document presented under the Letter of Credit proves to be forged, fraudulent, invalid or insufficient 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 any of the Loan Documents; (v) payment by the Agent 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; (vi) payment by the Agent under any Letter of Credit against presentation of any draft or certificate that does not comply with the terms of such Letter of Credit, except payment resulting from the gross negligence or willful misconduct of the Agent; or (vii) any other circumstances or happenings whatsoever, whether or not similar to any of the foregoing, except circumstances or happenings resulting from the gross negligence or willful misconduct of the Agent.