Absolute Obligation with respect to Letter of Credit Payments. The Borrower’s obligation to reimburse the Administrative Agent for the account of the Issuer for each payment under or in respect of each Letter of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Borrower may have or have had against the beneficiary of such Letter of Credit, the Administrative Agent, the Issuer, the Swing Line Lender, any Lender or any other Person, including, without limitation, any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, any drawing document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, provided that, with respect to any Letter of Credit, the foregoing shall not relieve the Issuer of any liability it may have to the Borrower for any actual damages sustained by the Borrower arising from a wrongful payment (or failure to pay) under such Letter of Credit made as a result of the Issuer’s gross negligence or willful misconduct.
Absolute Obligation with respect to Letter of Credit Payments. The Borrower’s obligation to reimburse the Administrative Agent for the account of each Issuing Bank in respect of each payment under or in respect of such Issuing Bank’s Letters of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set off, counterclaim or defense to payment which the Borrower may have or have had against the beneficiary of such Letter of Credit, the Administrative Agent, any Issuing Bank, as issuer of such Letter of Credit, any Lender or any other Person, including, without limitation, any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, any drawing document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit; provided, that, with respect to any Letter of Credit, the foregoing shall not relieve any Issuing Bank of any liability it may have to the Borrower for any actual damages sustained by the Borrower to the extent arising from a wrongful payment under such Letter of Credit made as a result of such Issuing Bank’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision.
Absolute Obligation with respect to Letter of Credit Payments. The Borrower's obligation to reimburse the Bank for each payment under or in respect of a Letter of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Borrower may have or have had against the beneficiary of such Letter of Credit, the Bank or any other Person, including any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, any drawing document proving to be forged, fraudulent or invalid, or the illegality, invalidity, irregularity or unenforceability of such Letter of Credit, this Agreement or any other Loan Document, PROVIDED THAT with respect to any Letter of Credit, the foregoing shall not relieve the Bank of any liability it may have to the Borrower for any actual damages sustained by the Borrower arising from a wrongful payment under such Letter of Credit made as a result of the Bank's gross negligence or willful misconduct.
Absolute Obligation with respect to Letter of Credit Payments. The Borrower's obligation to reimburse the Administrative Agent for the account of the Issuer for each payment under or in respect of each Letter of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Borrower may have or have had against the beneficiary of such Letter of Credit, the Administrative Agent, the Issuer, the Swing Line Lender, any Lender or any other Person, including, without limitation, any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, any drawing document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, PROVIDED that, with respect to any Letter of Credit, the foregoing shall not relieve the Issuer of any liability it may have to the Borrower for any actual damages sustained by the Borrower arising from a wrongful payment (or failure to pay) under such Letter of Credit made as a result of the Issuer's gross negligence or willful misconduct.
Absolute Obligation with respect to Letter of Credit Payments. (a) The payment of drafts under any Letter of Credit shall be made in accordance with the terms of such Letter of Credit and (i) the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce No. 500, as adopted or amended from time to time, in the case of Trade Letters of Credit and (ii) the International Standby Practices 1998 or most recent revision thereof or successor thereto which shall be in effect from time to time, in the case of Standby Letters of Credit. The Issuing Bank shall be entitled to honor any drafts and accept any documents presented to it by the beneficiary of such Letter of Credit in accordance with the terms of such Letter of Credit and believed by the Issuing Bank in good faith to be genuine. The Issuing Bank shall not have any duty to inquire as to the accuracy or authenticity of any draft or other drawing documents which may be presented to it, but shall be responsible only to determine in accordance with customary commercial practices that the documents which are required to be presented before payment or acceptance of a draft under any Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit.
Absolute Obligation with respect to Letter of Credit Payments. In determining whether to pay under any Letter of Credit, the Issuing Bank shall have no obligation to any Lender or the Borrower other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. The obligation of the Borrower to reimburse the Issuing Bank pursuant to Sections 2.8 and 2.9, and the obligation of each Revolving Lender to make available to the Issuing Bank the amounts set forth in and pursuant to Sections 2.8 and 2.9, shall be absolute, unconditional and irrevocable under any and all circumstances, shall be made without reduction for any set-off, counterclaim or other deduction of any nature whatsoever, may not be terminated, suspended or delayed for any reason whatsoever, shall not be subject to any qualification or exception and shall be made in accordance with the terms and conditions of this Agreement, including, without limitation, any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, any drawing document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit; provided, that, the foregoing shall not relieve the Issuing Bank of any liability it may have to the Borrower or any Revolving Lender with respect to any Letter of Credit for any actual damages sustained by the Borrower or such Revolving Lender to the extent arising as a result of the Issuing Bank's gross negligence or willful misconduct, provided further that in the absence of gross negligence or willful misconduct on the part of the Issuing Bank, the Issuing Bank shall have no liability to any Lender or the Borrower for any action taken or omitted to be taken by it under or in connection with any Letter of Credit, including any such action negligently taken or negligently omitted to be taken by it. - 29 - Credit Agreement ----------------
Absolute Obligation with respect to Letter of Credit Payments. The obligation of each Letter of Credit Applicant to reimburse the Administrative Agent for the account of the Issuing Bank in respect of each Letter of Credit issued for the account of such Letter of Credit Applicant for each payment under or in respect of such Letter of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which such Letter of Credit Applicant or any of its Subsidiaries may have or have had against the beneficiary of such Letter of Credit, the Administrative Agent, the Issuing Bank, as issuer of such Letter of Credit, any Lender, the Swing Line Lender or any other Person, including any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, any drawing document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit.
Absolute Obligation with respect to Letter of Credit Payments. The Borrower's obligation to reimburse the Administrative Agent for the account of Xxxxx Fargo or the Issuing Bank, as the case may be, in respect of a Letter of Credit for each payment made under or in respect of such Letter of Credit shall be absolute and unconditional and joint and several under any and all circumstances and irrespective of any set-off, counterclaim or defense to pay ment which the Borrower may have or have had against the beneficiary of such Letter of Credit, the Administrative Agent, Xxxxx Fargo or the Issuing Bank, as the case may be, as issuer of such Letter of Credit, any Lender or any other Person, including, without limitation, any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, any drawing document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit; pro vided, however, that with respect to any Letter of Credit, the foregoing shall not relieve Xxxxx Fargo or the Issuing Bank, as the case may be, of any liability it may have to the Borrower for any actual damages sustained by the Borrower arising from a wrongful payment under such Letter of Credit made as a result of Xxxxx Fargo's or the Issuing Bank's, as the case may be, gross negligence or willful mis conduct.
Absolute Obligation with respect to Letter of Credit Payments. The Parent Borrower's obligation to reimburse the Administrative Agent for the account of the Issuing Bank in respect of each payment under or in respect of the Letters of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which any Credit Party may have or have had against the beneficiary of such Letter of Credit, the Administrative Agent, the Issuing Bank, the Swing Line Lender, any Lender or any other Person, including any defense based on the failure of any drawing to conform to the terms of such Letter of Credit, any drawing document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, provided that, with respect to any Letter of Credit, the foregoing shall not relieve the Issuing Bank of any liability it may have to the Parent Borrower for any actual damages sustained by the Parent Borrower arising from a wrongful payment under such Letter of Credit made as a result of the Issuing Bank's gross negligence, willful misconduct or failure to meet the applicable standard of care required under UPC 500 issued by the International Chamber of Commerce (or any customs or practices published in substitution or in lieu thereof).
Absolute Obligation with respect to Letter of Credit Payments. The Borrower's obligation to reimburse the Bank in respect of a Letter of Credit for each payment under or in respect of such Letter of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Borrower may have or have had against the beneficiary of such Letter of Credit or any other Person other than the Bank, as issuer of the Letters of Credit. In the event of any conflict between this paragraph, on the one hand, and any Application or the Continuing Letter of Credit Agreement, on the other hand, such Application and the Continuing Letter of Credit Agreement shall govern.
