Common use of Obligations Absolute, Unconditional and Irrevocable Clause in Contracts

Obligations Absolute, Unconditional and Irrevocable. The obligations of the Company under this Reimbursement Agreement and the Related Documents shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms hereof and thereof, under all circumstances whatsoever, irrespective of any of the following circumstances: (a) any lack of validity or enforceability of this Reimbursement Agreement, the Letter of Credit, the Bonds or any of the other Related Documents; (b) any amendment or waiver of or any consent to departure from this Reimbursement Agreement, the Letter of Credit, the Bonds or all or any of the other Related Documents (except to the extent such amendment or waiver expressly relieves the Company of an obligation under this Reimbursement Agreement or the Related Documents); (c) the existence of any claim, setoff, defense or other rights which the Company or any other Person may have at any time against the Trustee, the Placement Agent, the Remarketing Agent, the Paying Agent, the Tender Agent, any beneficiary or any transferee of the Letter of Credit (or any Person for whom the Trustee, the Placement Agent, the Remarketing Agent, the Paying Agent, the Tender Agent, any such beneficiary or any such transferee may be acting), the Bank, or any other Person, whether in connection with this Reimbursement Agreement, the Letter of Credit, the Bonds, the Credit Agreement or any of the other Related Documents or any unrelated transaction; (d) any statement or any other document presented under the Letter of Credit proves to be forged, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever (absent gross negligence or willful misconduct by the Bank); (e) payment by the Bank under the Letter of Credit against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit (absent gross negligence or willful misconduct by the Bank); and (f) any other circumstance or happening whatsoever whether or not similar to any of the foregoing. Nothing contained herein shall act as a waiver of any rights or claims the Company may have against the Bank or any other party listed in Section 3.1(c) above.

Obligations Absolute, Unconditional and Irrevocable. The --------------------------------------------------- obligations of the Company Obligor under this Reimbursement Agreement Agreement, the Secured Revolving Promissory Note dated as of the date hereof, made by the Obligor in favor of the Company in the aggregate principal amount of $210,000 (the "Note"), and the Pledge Agreement dated as of the date hereof, made by the Obligor in favor of the Company (the "Pledge Agreement" and, together with the Note, the "Related Documents Documents") shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms hereof and thereof, under all circumstances whatsoever, irrespective of any of the following circumstances: (a) any lack of validity or enforceability of this Reimbursement Agreement, the Letter of Credit, the Bonds Guarantee Agreement or any of the other Related Documents; (b) any amendment or waiver of or any consent to or departure from this Reimbursement Agreement, the Letter of Credit, the Bonds or all Guarantee Agreement or any of the other Related Documents (except to the extent such amendment or waiver expressly relieves the Company Obligor of an obligation under this Reimbursement Agreement or the Related Documents); (c) the existence of any claim, setoff, defense or other rights which the Company Obligor or any other Person person may have at any time against the Trustee, the Placement Agent, the Remarketing Agent, the Paying Agent, the Tender Agent, any beneficiary or any transferee of the Letter of Credit (or any Person for whom the Trustee, the Placement Agent, the Remarketing Agent, the Paying Agent, the Tender Agent, any such beneficiary or any such transferee may be acting), the Bank, Company or any other Personperson, whether in connection with this Reimbursement Agreement, the Letter of Credit, the Bonds, the Credit Guarantee Agreement or any of the other Related Documents or any unrelated transaction; (d) the existence of any claim, set off, defense or other rights which the Obligor or any other person may have at any time against the Bank, whether in connection with the Promissory Note, the Loan, the Cash Deposit, the Guarantee Agreement or any unrelated transaction; (e) any statement or any other document presented under the Letter of Credit Guarantee Agreement proves to be forged, fraudulent or fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever (absent gross negligence or willful misconduct by the Bank); (e) payment by the Bank under the Letter of Credit against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit (absent gross negligence or willful misconduct by the BankCompany); and (f) any other circumstance or happening whatsoever whether or not similar to any of the foregoing. Nothing contained herein shall act as a waiver of any rights or claims the Company may have against the Bank or any other party listed in Section 3.1(c) above.

Obligations Absolute, Unconditional and Irrevocable. The obligations of the Company under this Reimbursement Agreement and the Related Documents shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms hereof and thereof, under all circumstances whatsoever, irrespective of any of the following circumstances: (a) any lack of validity or enforceability of this Reimbursement Agreement, the Letter of Credit, the Bonds or any of the other Related Documents; (b) any amendment or waiver of or any consent to departure from this Reimbursement Agreement, the Letter of Credit, the Bonds or all or any of the other Related Documents (except to the extent such amendment or waiver expressly relieves the Company of an obligation under this Reimbursement Agreement or the Related Documents); (c) the existence of any claim, setoff, defense or other rights which the Company or any other Person may have at any time against the Trustee, the Placement AgentUnderwriter, the Remarketing Agent, the Paying Agent, the Tender Agent, any beneficiary or any transferee of the Letter of Credit (or any Person for whom the Trustee, the Placement AgentUnderwriter, the Remarketing Agent, the Paying Agent, the Tender Agent, any such beneficiary or any such transferee may be acting), the Bank, or any other Person, whether in connection with this Reimbursement Agreement, the Letter of Credit, the Bonds, the Credit Agreement Bonds or any of the other Related Documents or any unrelated transaction; (d) any statement or any other document presented under the Letter of Credit proves to be forged, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever (absent gross negligence or willful misconduct by the Bank); (e) payment by the Bank under the Letter of Credit against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit (absent gross negligence or willful misconduct by the Bank); and (f) any other circumstance or happening whatsoever whether or not similar to any of the foregoing. Nothing contained herein shall act as a waiver of any rights or claims the Company may have against the Bank or any other party listed in Section 3.1(c) above.

Obligations Absolute, Unconditional and Irrevocable. The obligations of the Company under this Reimbursement Agreement and the Related Documents shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms hereof and thereof, under all circumstances whatsoever, irrespective of any of the following circumstances: (a) any lack of validity or enforceability of this Reimbursement Agreement, the Letter of Credit, the Bonds or any of the other Related Documents; (b) any amendment or waiver of or any consent to departure from this Reimbursement Agreement, the Letter of Credit, the Bonds or all or any of the other Related Documents (except to the extent such amendment or waiver expressly relieves the Company of an obligation under this Reimbursement Agreement or the Related Documents); (c) the existence of any claim, setoff, defense or other rights which the Company or any other Person may have at any time against the Trustee, the Placement Agent, the Remarketing Agent, the Paying Agent, the Tender Agent, any beneficiary or any transferee of the Letter of Credit (or any Person for whom the Trustee, the Placement Agent, the Remarketing Agent, the Paying Agent, the Tender Agent, any such beneficiary or any such transferee may be acting), the Bank, or any other Person, whether in connection with this Reimbursement Agreement, the Letter of Credit, the Bonds, the Credit Agreement or any of the other Related Documents or any unrelated transaction; (d) any statement or any other document presented under the Letter of Credit proves to be forged, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever (absent gross negligence or willful misconduct by the Bank); (e) payment by the Bank under the Letter of Credit against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit (absent gross negligence or willful misconduct by the Bank); and (f) any other circumstance or happening whatsoever whether or not similar to any of the foregoing. Nothing contained herein shall act as a waiver of any rights or claims the Company may have against the Bank or any other party listed in Section 3.1(cSECTION 3.1(C) above.

Obligations Absolute, Unconditional and Irrevocable. The obligations of the Company under this Reimbursement Agreement and the Related Documents shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms hereof and thereof, under all circumstances whatsoever, irrespective of any of the following circumstances: (a) any lack of validity or enforceability of this Reimbursement Agreement, the Letter of Credit, the Bonds or any of the other Related Documents; (b) any amendment or waiver of or any consent to departure from this Reimbursement Agreement, the Letter of Credit, the Bonds or all or any of the other Related Documents (except to the extent such amendment or waiver expressly relieves the Company of an obligation under this Reimbursement Agreement or the Related Documents); (c) the existence of any claim, setoff, defense or other rights which the Company or any other Person may have at any time against the Trustee, the Placement AgentUnderwriter, the Remarketing Agent, the Paying Agent, the Tender Agent, any beneficiary or any transferee of the Letter of Credit (or any Person for whom the Trustee, the Placement AgentUnderwriter, the Remarketing Agent, the Paying Agent, the Tender Agent, any such beneficiary or any such transferee may be acting), the Bank, or any other Person, whether in connection with this Reimbursement Agreement, the Letter of Credit, the Bonds, the Credit Agreement Bonds or any of the other Related Documents or any unrelated transaction; (d) any statement or any other document presented under the Letter of Credit proves to be forged, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever (absent gross negligence or willful misconduct by the Bank); (e) payment by the Bank under the Letter of Credit against presentation of a draft or certificate that does not comply with the terms of the Letter of Credit (absent gross negligence or willful misconduct by the Bank); and (f) any other circumstance or happening whatsoever whether or not similar to any of the foregoing. Nothing contained herein shall act as a waiver of any rights or claims the Company may have against the Bank or any other party listed in Section 3.1(c) above.

Obligations Absolute, Unconditional and Irrevocable. The obligations of the Company Borrower under this Reimbursement Agreement and the Related Documents shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms hereof and thereof, under all circumstances whatsoever, irrespective of any of the following circumstances: (a) any lack of validity or enforceability of this Reimbursement Agreement, the Wachovia Letter of Credit, the Bonds or any of the other Related Documents; (b) any amendment or waiver of or any consent to departure from this Reimbursement Agreement, the Wachovia Letter of Credit, the Bonds or all or any of the other Related Documents (except to the extent such amendment or waiver expressly relieves the Company of an obligation under this Reimbursement Agreement or the Related Documents); (c) the existence of any claim, setoff, defense or other rights which the Company Borrower or any other Person may have at any time against the Trustee, the Placement Agent, the Remarketing Tender Agent, the Paying Agent, the Tender Remarketing Agent, any beneficiary or any transferee of the Wachovia Letter of Credit (or any Person for whom the Trustee, the Placement Agent, the Remarketing Tender Agent, the Paying Agent, the Tender Remarketing Agent, any such beneficiary or any such transferee may be acting), the Bank, or any other Person, whether in connection with this Reimbursement Agreement, the Wachovia Letter of Credit, the Bonds, the Credit Agreement Bonds or any of the other Related Documents or any unrelated transaction; (d) any statement or any other document presented under the Wachovia Letter of Credit proves proving to be forged, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever (absent gross negligence or willful misconduct by the Bank)whatsoever; (e) payment by the Bank under the Wachovia Letter of Credit against presentation of a draft or certificate that which does not comply with the terms of the such Wachovia Letter of Credit (absent gross negligence or willful misconduct by the Bank); and (f) any other circumstance or happening whatsoever whether or not similar to any of the foregoing. Nothing contained herein shall act as a waiver of any rights or claims the Company Borrower may have against the Bank or any other party listed in Section 3.1(c) above.