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

Borrower’s Reimbursement Obligations Are Absolute. The Revolving Credit Borrowers’ joint and several reimbursement obligations hereunder shall be absolute and unconditional under all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Revolving Credit Borrowers may have or have had against the Administrative Agent, the Issuing Bank, any of the Lenders, any beneficiary of a Letter of Credit or any other Person. The Revolving Credit Borrowers agree and acknowledge that none of the Administrative Agent, the Issuing Bank, or the Lenders shall be responsible for, nor shall the Revolving Credit Borrowers’ duties and obligations hereunder under the Credit Documents be affected by, among other things (a) the form, validity, sufficiency, accuracy, genuineness or legal effect of any documents or of any endorsements thereon presented in connection with any draft upon a Letter of Credit, even though such documents shall in fact prove to be invalid, fraudulent or forged, (b) any dispute between or among any Revolving Credit Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred, or (c) any claims whatsoever of the Revolving Credit Borrowers against any beneficiary of such Letter of Credit or any such transferee. None of the Administrative Agent, the Issuing Bank, or any of the Lenders shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with the issuance, administration, or payment of any drafts presented against any Letter of Credit. The Revolving Credit Borrowers agree and acknowledge that any action taken or omitted by the Administrative Agent, the Issuing Bank, or the Revolving Credit Lenders under or in connection with any Letter of Credit or the related drafts or documents shall be binding on the Revolving Credit Borrowers and shall not result in any liability of any of the Administrative Agent, the Issuing Bank, or the Revolving Credit Lenders to the Borrowers, absent gross negligence or willful misconduct. In furtherance and not in limitation of the foregoing, the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Borrower’s Reimbursement Obligations Are Absolute. The Revolving Credit Borrowers’ joint and several BORROWER’S reimbursement obligations hereunder shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Revolving Credit Borrowers BORROWER may have or have has had against the Administrative AgentADMINISTRATIVE AGENT, the Issuing BankLENDERS, any of the Lenders, or any beneficiary of a Letter of Credit or any other PersonLETTER OF CREDIT. The Revolving Credit Borrowers agree and acknowledge BORROWER agrees that none neither the ADMINISTRATIVE AGENT nor any of the Administrative Agent, the Issuing Bank, or the Lenders LENDERS shall be responsible for, nor shall the Revolving Credit Borrowers’ BORROWER’S duties and obligations hereunder under the Credit Documents LOAN DOCUMENTS be affected by, among other things (a) things, the form, validity, sufficiency, accuracy, genuineness or legal effect of any documents or of any endorsements thereon presented in connection with any draft upon a Letter of Creditthereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, (b) or any dispute between or among any Revolving Credit Borrower the BORROWER and any beneficiary of any Letter of Credit LETTER OF CREDIT or any other party to which such Letter of Credit LETTER OF CREDIT may be transferred, transferred or (c) any claims whatsoever of the Revolving Credit Borrowers BORROWER against any beneficiary of such Letter of Credit LETTER OF CREDIT or any such transferee. None of Neither the Administrative Agent, ADMINISTRATIVE AGENT nor the Issuing Bank, or any of the Lenders LENDERS shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with the issuance, administration, or payment of any drafts presented against any Letter of CreditLETTER OF CREDIT. The Revolving Credit Borrowers agree and acknowledge BORROWER agrees that any action taken or omitted by the Administrative Agent, the Issuing Bank, ADMINISTRATIVE AGENT or the Revolving Credit Lenders LENDERS under or in connection with any Letter of Credit LETTER OF CREDIT or the related drafts or documents shall be binding on the Revolving Credit Borrowers BORROWER and shall not result in any liability of any of the Administrative Agent, the Issuing Bank, ADMINISTRATIVE AGENT or the Revolving Credit Lenders LENDERS to the BorrowersBORROWER, absent the gross negligence or willful misconduct. In furtherance and not in limitation wilful misconduct of the foregoing, the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit ADMINISTRATIVE AGENT or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reasonLENDERS.

Borrower’s Reimbursement Obligations Are Absolute. The Revolving Credit Borrowers’ joint and several Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Revolving Credit Borrowers Borrower may have or have has had against the Administrative Agent, the Issuing BankLender, any of the Lenders, any beneficiary of a Letter of Credit or any other Person. The Revolving Credit Borrowers agree and acknowledge Borrower agrees that none of the Administrative Agent, the Issuing BankLender, or the Lenders shall be responsible for, nor shall the Revolving Credit Borrowers’ Borrower’s duties and obligations hereunder or under the Credit Documents be affected by, among other things (a) the form, validity, sufficiency, accuracy, genuineness or legal effect of any documents or of any endorsements thereon presented in connection with any draft upon a Letter of Credit, even though such documents shall in fact prove to be invalid, fraudulent or forged, (b) any dispute between or among any Revolving Credit the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred, or (c) any claims whatsoever of the Revolving Credit Borrowers Borrower against any beneficiary of such Letter of Credit or any such transferee. None of the Administrative Agent, the Issuing BankLender, or any of the Lenders shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with the issuance, administration, or payment of any drafts presented against any Letter of Credit. The Revolving Credit Borrowers agree and acknowledge Borrower agrees that any action taken or omitted by the Administrative Agent, the Issuing BankLender, or the Revolving Credit Lenders under or in connection with any Letter of Credit or the related drafts or documents shall be binding on the Revolving Credit Borrowers Borrower and shall not result in any liability of any of the Administrative Agent, the Issuing BankLender, or the Revolving Credit Lenders to the BorrowersBorrower, absent gross negligence or willful misconduct. In furtherance and not in limitation of the foregoing, the Issuing Bank Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Bank Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Borrower’s Reimbursement Obligations Are Absolute. The Revolving Credit Borrowers’ joint and several Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Revolving Credit Borrowers Borrower may have or have has had against the Administrative Agent, the Issuing BankLender, any of the Lenders, any beneficiary of a Letter of Credit or any other Person. The Revolving Credit Borrowers agree and acknowledge Borrower agrees that none of the Administrative Agent, the Issuing BankLender, or the Lenders shall be responsible for, nor shall the Revolving Credit Borrowers’ Borrower’s duties and obligations hereunder under the Credit Loan Documents be affected by, among other things things: (a) the form, validity, sufficiency, accuracy, genuineness or legal effect of any documents or of any endorsements thereon presented in connection with any draft upon a Letter of Credit, even though such documents shall in fact prove to be invalid, fraudulent or forged, ; (b) any dispute between or among any Revolving Credit the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred, ; or (c) any claims whatsoever of the Revolving Credit Borrowers Borrower against any beneficiary of such Letter of Credit or any such transferee. None of the Administrative Agent, the Issuing BankLender, or any of the Lenders shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with the issuance, administration, or payment of any drafts presented against any Letter of Credit. The Revolving Credit Borrowers agree and acknowledge Borrower agrees that any action taken or omitted by the Administrative Agent, the Issuing BankLender, or the Revolving Credit Lenders under or in connection with any Letter of Credit or the related drafts or documents shall be binding on the Revolving Credit Borrowers Borrower and shall not result in any liability of any of the Administrative Agent, the Issuing BankLender, or the Revolving Credit Lenders to the BorrowersBorrower, absent gross negligence or willful misconduct. In furtherance and not in limitation of the foregoing, the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Borrower’s Reimbursement Obligations Are Absolute. The Revolving Credit Borrowers’ joint and several Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Revolving Credit Borrowers Borrower may have or have had against the Administrative Agent, the Issuing Bank, any of the Lenders, any beneficiary of a Letter of Credit or any other Person. The Revolving Credit Borrowers agree Borrower agrees and acknowledge acknowledges that none of the Administrative Agent, the Issuing Bank, or the Lenders shall be responsible for, nor shall the Revolving Credit Borrowers’ Borrower’s duties and obligations hereunder under the Credit Documents be affected by, among other things (a) the form, validity, sufficiency, accuracy, genuineness or legal effect of any documents or of any endorsements thereon presented in connection with any draft upon a Letter of Credit, even though such documents shall in fact prove to be invalid, fraudulent or forged, (b) any dispute between or among any Revolving Credit the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred, or (c) any claims whatsoever of the Revolving Credit Borrowers Borrower against any beneficiary of such Letter of Credit or any such transferee. None of the Administrative Agent, the Issuing Bank, or any of the Lenders shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with the issuance, administration, or payment of any drafts presented against any Letter of Credit. The Revolving Credit Borrowers agree Borrower agrees and acknowledge acknowledges that any action taken or omitted by the Administrative Agent, the Issuing Bank, or the Revolving Credit Lenders under or in connection with any Letter of Credit or the related drafts or documents shall be binding on the Revolving Credit Borrowers Borrower and shall not result in any liability of any of the Administrative Agent, the Issuing Bank, or the Revolving Credit Lenders to the BorrowersBorrower, absent gross negligence or willful misconduct. In furtherance and not in limitation of the foregoing, the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Borrower’s Reimbursement Obligations Are Absolute. The Revolving Credit Borrowers’ joint and several reimbursement obligations hereunder shall be absolute and unconditional under all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Revolving Credit Borrowers may have or have had against the Administrative Agent, the Issuing Bank, any of the Lenders, any beneficiary of a Letter of Credit or any other Person. The Revolving Credit Borrowers agree and acknowledge that none of the Administrative Agent, the Issuing Bank, or the Lenders shall be responsible for, nor shall the Revolving Credit Borrowers’ duties and obligations hereunder under the Credit Documents be affected by, among other things (a) the form, validity, sufficiency, accuracy, genuineness or legal effect of any documents or of any endorsements thereon presented in connection with any draft upon a Letter of Credit, even though such documents shall in fact prove to be invalid, fraudulent or forged, (b) any dispute between or among any Revolving Credit Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred, or (c) any claims whatsoever of the Revolving Credit Borrowers against any beneficiary of such Letter of Credit or any such transferee. None of the Administrative Agent, the Issuing Bank, or any of the Lenders shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with the issuance, administration, or payment of any drafts presented against any Letter of Credit. The Revolving Credit Borrowers agree and acknowledge that any action taken or omitted by the Administrative Agent, the Issuing Bank, or the Revolving Credit Lenders under or in connection with any Letter of Credit or the related drafts or documents shall be binding on the Revolving Credit Borrowers and shall not result in any liability of any of the Administrative Agent, the Issuing Bank, or the Revolving Credit Lenders to the Borrowers, absent gross negligence or willful misconduct. In furtherance and not in limitation of the foregoing, the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.