Common use of Absolute Obligation with respect to Letter of Credit Payments Clause in Contracts

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 Bank Administrative Agent for the account of the Issuer for each payment under or in respect of a 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 Bank Administrative Agent, the Issuer, the Swing Line Lender, any Lender or any other Person, including 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 illegalitylegality, invalidityvalidity, irregularity regularity or unenforceability enforceability of such Letter of Credit, this Agreement or any other Loan DocumentPROVIDED that, PROVIDED THAT with respect to any Letter of Credit, the foregoing shall not relieve the Bank 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 BankIssuer's gross negligence or willful misconduct.

Absolute Obligation with respect to Letter of Credit Payments. The Borrower's obligation to reimburse the Issuing Bank for each payment under or in respect of a each Letter of Credit shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment which the Borrower may have or have had against the beneficiary of such Letter of Credit, the Bank Administrative Agent, the Issuing Bank, any Lender or any other Person, including 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 illegalitylegality, invalidityvalidity, irregularity regularity or unenforceability enforceability of such Letter of Credit, this Agreement or any other Loan Documentprovided, PROVIDED THAT however, that, with respect to any Letter of Credit, the foregoing shall not relieve the Issuing Bank 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 Issuing Bank's gross negligence or willful misconduct.

Absolute Obligation with respect to Letter of Credit Payments. The Borrower's ’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 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 pay­ment under such Letter of Credit made as a result of the Bank's ’s gross negligence or willful will­ful misconduct.