Common use of Borrower’s Reimbursement Obligations Absolute Clause in Contracts

Borrower’s Reimbursement Obligations Absolute. The Borrower’s obligations to reimburse LC Disbursements as provided in Section 2.11A shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, this Agreement or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any Lender or (in the case of a Fronted Letter of Credit) the relevant Fronted LC Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit (provided that the Borrower shall not be obligated to reimburse such LC Disbursements unless payment is made against presentation of a draft or other document that at least substantially complies with the terms of such Letter of Credit), (iv) the occurrence of any Potential Event of Default or Event of Default, (v) the existence of any proceedings of the type described in Section 7.6 or Section 7.7 with respect to any guarantor of any of such reimbursement obligations, (vi) any lack of validity or enforceability of any of such reimbursement obligations against any guarantor of any of such reimbursement obligations, or (vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.11, constitute a legal or equitable discharge of the obligations of the Borrower hereunder. Neither the Administrative Agent, nor any Lender or any LC Issuing Bank nor any of its respective Affiliates or any of its or their respective directors, officers, employees, agents and advisors shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond their control; provided that the foregoing shall not be construed to excuse the Administrative Agent, any Lender or any LC Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the gross negligence or willful misconduct of the Administrative Agent, any Lender or a LC Issuing Bank. The parties hereto expressly agree that: (i) the Administrative Agent or (in the case of Fronted Letters of Credit) the relevant Fronted LC Issuing Bank may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit; (ii) the Administrative Agent or (in the case of Fronted Letters of Credit) the relevant Fronted LC Issuing Bank shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and (iii) in the absence of gross negligence or willful misconduct on the part of the Administrative Agent or (in the case of Fronted Letters of Credit) the relevant Fronted LC Issuing Bank (as finally determined by a court of competent jurisdiction), the Administrative Agent or (in the case of Fronted Letters of Credit) the relevant Fronted LC Issuing Bank shall be deemed to have exercised care in each such determination.