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 Borrowers' obligation to reimburse the Agent for the account of BNY in respect of the Letter of Credit for each payment under or in respect of the Letter of Credit shall be joint and several and absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which either Borrower may have or have had against the beneficiary of such Letter of Credit, the Agent, BNY 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, however, that the Borrowers shall not be obligated to reimburse the Agent for the account of BNY as issuer of a Letter of Credit for any wrongful payment under such Letter of Credit made as a result of BNY's gross negligence or willful misconduct.

Absolute Obligation with respect to Letter of Credit Payments. The Borrowers' Borrower's obligation to reimburse the Agent for the account of BNY the Issuing Bank in respect of the a Letter of Credit for each payment under or in respect of the such Letter of Credit shall be joint and several and absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which either the Borrower may have or have had against the beneficiary of such Letter of Credit, the Agent, BNY the 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, however, that the Borrowers Borrower shall not be obligated to reimburse the Agent for the account of BNY the Issuing Bank, as issuer of a Letter of Credit Credit, for any wrongful payment under such Letter of Credit made as a result of BNYthe Issuing Bank's gross negligence or willful misconduct.

Absolute Obligation with respect to Letter of Credit Payments. The Borrowers' Borrower's obligation to reimburse the Administrative Agent for the account of BNY the Issuing Bank in respect of the Letter of Credit for each payment under or in respect of the Letter Letters of Credit shall be joint and several and absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which either the Borrower may have or have had against the beneficiary of such Letter of Credit, the Administrative Agent, BNY the 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, howeverthat, that with respect to any Letter of Credit, the Borrowers foregoing shall not be obligated relieve the Issuing Bank of any liability it may have to reimburse the Agent for the account of BNY as issuer of a Letter of Credit Borrower for any actual damages sustained by the Borrower arising from a wrongful payment under such Letter of Credit made as a result of BNYthe Issuing Bank's gross negligence or willful misconduct.