Floor Plan Facility Obligations Absolute Clause Samples

Floor Plan Facility Obligations Absolute. The Obligations of each Borrower under this Agreement and any of the other Loan Documents to repay or otherwise reimburse the Administrative Agent for Floor Plan Loans shall be unconditional and irrevocable. Such obligation shall be paid strictly in accordance with the terms of this Agreement and each such other Loan Document under all circumstances, including the following: (a) any lack of validity or enforceability of any manufacturer or vendor invoice or any of the other Loan Documents; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of any other Borrower in respect of any invoice or any other amendment or waiver of or any consent to departure from all or any of the applicable/related Loan Documents; (c) the existence of any claim, set-off, defense or other right that any other Borrower may have at any time against any manufacturer, vendor or any other beneficiary or transferee of any invoice (or any Person for whom any such beneficiary or such transferee may be acting), the Administrative Agent, any Floor Plan Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by the related Loan Documents or any unrelated transaction other than the defense of payment; (d) any invoice, demand, certificate or other document presented to the Administrative Agent or any Floor Plan Lender proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (e) any payment by the Administrative Agent or any Floor Plan Lender under any invoice against presentation of a draft or certificate that does not strictly comply with the terms of any invoice; (f) any payment made by the Administrative Agent or any Floor Plan Lender under any invoice to any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver or other representative of a successor to any beneficiary or any transferee of such invoice, including any arising in connection with proceeding under any Debtor Relief Laws; (g) any exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from all or any of the Obligations of any other Borrower in respect of any invoice; or (h) any other circumstance that might otherwise constitute a defense available to, or discharge of, any other Borrower other than the defense of paymen...