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This excerpt taken from the CVS 8-K filed Mar 23, 2007. 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
27 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.
2.11 |
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