Common use of Reimbursement Obligation Unconditional Clause in Contracts

Reimbursement Obligation Unconditional. All draws under the Letters of Credit are absolutely, unconditionally, and irrevocably reimbursable by Borrower and shall be funded as 5-Year Advances (or as provided otherwise in Section 4.2.4 or 4.4 hereof), notwithstanding: (a) any lack of validity or enforceability of the Letter of Credit, any of the documents referenced in the Letter of Credit, or any other agreement or instrument related to any such documents; (b) the existence of any claim, setoff, defense or other right which Borrower may have at any time against the beneficiary or any transferee of the Letter of Credit (or any person for whom the beneficiary or transferee may be acting); (c) any statement, draft, certificate, or any other document presented under 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 whatsoever or the draw certificate was otherwise unauthorized, it being expressly understood and agreed by Borrower that neither the Letter of Credit Bank nor any Syndication Party shall have any liability on account of any lack of authorization or forgery and any recovery from third parties on account of such lack of authorization or such forgery shall be the sole responsibility of Borrower; or (d) the payment of a draw against presentation of a draft or certificate which does not comply with the terms of the Letter of Credit, unless such payment is made as a result of the gross negligence or willful misconduct of the issuer of the Letter of Credit.

Reimbursement Obligation Unconditional. All draws The obligation of the Borrower to reimburse the Facing Agent for drawings made under the Letters of Credit are absolutely, unconditionally, issued by the Facing Agent shall be unconditional and irrevocably reimbursable by Borrower irrevocable and shall be funded as 5-Year Advances (or as provided otherwise paid strictly in Section 4.2.4 or 4.4 hereof)accordance with the terms of this Agreement under all circumstances including, notwithstandingwithout limitation, the following circumstances: (ai) any lack of validity or enforceability of the any Letter of Credit, any of the documents referenced in the Letter of Credit, or any other agreement or instrument related to any such documents; (bii) the existence of any claim, setoffset-off, defense or other right which the Borrower may have at any time against the a beneficiary or any transferee of the any Letter of Credit (or any person persons or entities for whom the beneficiary or any such transferee may be acting), the Facing Agent or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one of its Subsidiaries and the beneficiary for which the Letter of Credit was procured); (ciii) any statement, draft, certificatedemand, certificate or any other document presented under the any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect, respect or any statement therein being untrue or inaccurate in any respect whatsoever or respect; (iv) payment by the draw certificate was otherwise unauthorized, it being expressly understood and agreed by Borrower that neither the Facing Agent under any Letter of Credit Bank nor any Syndication Party shall have any liability on account of any lack of authorization or forgery and any recovery from third parties on account of such lack of authorization or such forgery shall be the sole responsibility of Borrower; or (d) the payment of a draw against presentation of a demand, draft or certificate or other document which does not comply with the terms of the such Letter of Credit, unless provided that such payment is made as a result of the does not constitute gross negligence or willful misconduct of the issuer Facing Agent; (v) any other circumstance or happening whatsoever which is similar to any of the Letter foregoing; or (vi) the fact that an Event of CreditDefault shall have occurred and be continuing.

Reimbursement Obligation Unconditional. All draws under the Letters of Credit are absolutely, unconditionally, and irrevocably reimbursable by Borrower, and each of them individually regardless of which Borrower requested and shall received such Letter of Credit, and may be funded as 5-Year Advances (a debit to any Borrower Account or as provided otherwise Revolving Advances in Section 4.2.4 or 4.4 accordance with Subsection 3.2.4 hereof), notwithstanding: (a) any Any lack of validity or enforceability of the Letter of Credit, any of the documents referenced in the Letter of Credit, or any other agreement or instrument related to any such documents; (b) the The existence of any claim, setoff, defense or other right which Borrower may have at any time against the beneficiary or any transferee of the Letter of Credit (or any person for whom the beneficiary or transferee may be acting); (c) any Any statement, draft, certificate, or any other document presented under 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 whatsoever or the draw certificate was otherwise unauthorized, it being expressly understood and agreed by Borrower that neither the Letter of Credit Bank nor any Syndication Party Lender shall not have any liability on account of any lack of authorization or forgery and any recovery from third parties on account of such lack of authorization or such forgery shall be the sole responsibility of Borrower; or (d) the payment Payment of a draw against presentation of a draft or certificate which does not comply with the terms of the Letter of Credit, unless such payment is made as a result of the gross negligence or willful misconduct of the Lender as issuer of the Letter of Credit.

Reimbursement Obligation Unconditional. All draws under the Letters of Credit are absolutely, unconditionally, and irrevocably reimbursable by Borrower and shall be funded as 5-Year Advances (or as provided otherwise in Section 4.2.4 or 4.4 5.6 hereof), notwithstanding: (a) any lack of validity or enforceability of the Letter of Credit, any of the documents referenced in the Letter of Credit, or any other agreement or instrument related to any such documents; (b) the existence of any claim, setoff, defense or other right which Borrower may have at any time against the beneficiary or any transferee of the Letter of Credit (or any person for whom the beneficiary or transferee may be acting); (c) any statement, draft, certificate, or any other document presented under 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 whatsoever or the draw certificate was otherwise unauthorized, it being expressly understood and agreed by Borrower that neither the Letter of Credit Bank nor any Syndication Party (including any Syndication Party issuing a Negotiated Letter of Credit) shall have any liability on account of any lack of authorization or forgery and any recovery from third parties on account of such lack of authorization or such forgery shall be the sole responsibility of Borrower; or (d) the payment of a draw against presentation of a draft or certificate which does not comply with the terms of the Letter of Credit, unless such payment is made as a result of the gross negligence or willful misconduct of the issuer of the Letter of Credit.

Reimbursement Obligation Unconditional. All draws The obligation of the Borrower to reimburse the Facing Agent for drawings made under the Letters of Credit are absolutely, unconditionally, issued by the Facing Agent shall be unconditional and irrevocably reimbursable by Borrower irrevocable and shall be funded as 5-Year Advances (or as provided otherwise paid strictly in Section 4.2.4 or 4.4 hereof)accordance with the terms of this Agreement under all circumstances including, notwithstandingwithout limitation, the following circumstances: (ai) any lack of validity or enforceability of the any Letter of Credit, any of the documents referenced in the Letter of Credit, or any other agreement or instrument related to any such documents; ; (bii) the existence of any claim, setoffset-off, defense or other right which the Borrower may have at any time against the a beneficiary or any transferee of the any Letter of Credit (or any person persons or entities for whom the beneficiary or any such transferee may be acting); , the Facing Agent or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (cincluding any underlying transaction between the Borrower or one of its Subsidiaries and the beneficiary for which the Letter of Credit was procured); (iii) any statement, draft, certificatedemand, certificate or any other document presented under the any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect, respect or any statement therein being untrue or inaccurate in any respect whatsoever or respect; (iv) payment by the draw certificate was otherwise unauthorized, it being expressly understood and agreed by Borrower that neither the Facing Agent under any Letter of Credit Bank nor any Syndication Party shall have any liability on account of any lack of authorization or forgery and any recovery from third parties on account of such lack of authorization or such forgery shall be the sole responsibility of Borrower; or (d) the payment of a draw against presentation of a demand, draft or certificate or other document which does not comply with the terms of the such Letter of Credit, unless provided that such payment is made as a result of the does not constitute gross negligence or willful misconduct of the issuer Facing Agent; (v) any other circumstance or happening whatsoever which is similar to any of the Letter foregoing; or (vi) the fact that an Event of CreditDefault shall have occurred and be continuing.

Reimbursement Obligation Unconditional. All draws under the Letters of Credit are absolutely, unconditionally, and irrevocably reimbursable by Borrower and shall be funded as 53-Year Advances (or as provided otherwise in Section 4.2.4 or 4.4 5.6 hereof), notwithstanding: (a) any lack of validity or enforceability of the Letter of Credit, any of the documents referenced in the Letter of Credit, or any other agreement or instrument related to any such documents; (b) the existence of any claim, setoff, defense or other right which Borrower may have at any time against the beneficiary or any transferee of the Letter of Credit (or any person for whom the beneficiary or transferee may be acting); (c) any statement, draft, certificate, or any other document presented under 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 whatsoever or the draw certificate was otherwise unauthorized, it being expressly understood and agreed by Borrower that neither the Letter of Credit Bank nor any Syndication Party (including any Syndication Party issuing a Negotiated Letter of Credit) shall have any liability on account of any lack of authorization or forgery and any recovery from third parties on account of such lack of authorization or such forgery shall be the sole responsibility of Borrower; or (d) the payment of a draw against presentation of a draft or certificate which does not comply with the terms of the Letter of Credit, unless such payment is made as a result of the gross negligence or willful misconduct of the issuer of the Letter of Credit.