Common use of Reimbursement Obligations Absolute Clause in Contracts

Reimbursement Obligations Absolute. The Reimbursement ---------------------------------- Obligations of the Borrower under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) the existence of any claim, set-off, counterclaim, defense or other rights which any Loan Party or any other Person may have at any time against any beneficiary of any Letter of Credit, the Fronting Bank, the Administrative Agent, any Lender or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iii) any statement, draft or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment by the Fronting Bank under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (v) any other circumstance whatsoever, whether or not similar to any of the foregoing.

Reimbursement Obligations Absolute. The Reimbursement ---------------------------------- Obligations of the Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including including, without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) the existence of any claim, set-off, counterclaim, defense defense, or other rights which any Loan Party or any other Person may have at any time against any beneficiary of any Letter of Credit, the Fronting Bank, the Administrative Agent, any Lender Lender, or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iii) any statement, draft draft, or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment by the Fronting Bank under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (v) any other circumstance whatsoever, whether or not similar to any of the foregoing., except in each instance as otherwise provided in the penultimate sentence of clause (g) of ---------- this Section 2.7. -----------

Reimbursement Obligations Absolute. The Reimbursement ---------------------------------- Obligations of the Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including including, without limitation, in either any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) any amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense defense, or other rights which any Loan Party Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, the Fronting Bank, the Administrative Agent, any Lender or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iiiiv) any statement, draft draft, or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (ivv) payment by the Fronting Bank Lender under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (vvi) any other circumstance whatsoever, whether or not similar to any of the foregoing; provided that Reimbursement Obligations with respect to a Letter of Credit may be subject to avoidance by a Borrower if Borrower proves in a final non-appealable judgment that it was damaged and that such damage arose directly from Lender’s willful misconduct or gross negligence in determining whether the documentation presented under the Letter of Credit in question complied with the terms thereof.

Reimbursement Obligations Absolute. The Reimbursement ---------------------------------- Obligations of the Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) any amendment or waiver of or any consent to or departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense or other rights which the Borrower, any Loan Party Obligated Party, or any other Person may have at any time against any beneficiary of any Letter of Credit, the Fronting Bank, the Administrative Agent, any Lender Bank, or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iiiiv) any statement, draft draft, or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment by the Fronting Bank under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (v) any other circumstance whatsoever, whether or not similar to any of the foregoing; provided that Reimbursement Obligations with respect to a Letter of Credit may be subject to avoidance by the Borrower if the Borrower proves in a final nonappealable judgment that it was damaged and that such damage arose directly from the Agent's willful misconduct or gross negligence in determining whether the documentation presented under the Letter of Credit in question complied with the terms thereof.

Reimbursement Obligations Absolute. The Borrowers’ obligation (a “Reimbursement ---------------------------------- Obligations Obligation”) under Section 5.5 to reimburse an Issuer with respect to each Disbursement (including interest thereon) made under any Letter of the Borrower under this Agreement Credit, and each other Lender’s obligation to make participation payments in each drawing which has not been reimbursed by such Borrower, shall be absoluteabsolute and unconditional under any and all circumstances, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including without limitation, in either case, the following circumstancesincluding: (ia) any lack of validity or enforceability of any such Letter of Credit Credit, this Agreement or any other Loan Document; (iib) the existence of any claim, set-offcounterclaim, counterclaimsetoff, defense or other rights which any Loan Party right that the Borrowers or any other Person of their Subsidiaries may have at any time against any beneficiary or any transferee of any such Letter of Credit, the Fronting Bank, the Administrative AgentCredit (or any Person for whom any such beneficiary or any such transferee may be acting), any Lender Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any Loan Document agreement or instrument relating thereto, or any unrelated transaction; (iiic) any statementdraft, draft demand, certificate or other documentation document presented under any such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoeverrespect; (iv) payment by or any loss or delay in the Fronting Bank transmission or otherwise of any document required in order to make a drawing under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (v) any other circumstance whatsoever, whether or not similar to any of the foregoing.;

Reimbursement Obligations Absolute. The Reimbursement ---------------------------------- Obligations of the Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) any amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-offsetoff, counterclaim, defense or other rights which the Borrower, any Loan Party Significant Subsidiary, or any other Person may have at any time against any beneficiary of any Letter of Credit, the Fronting Bank, the Administrative Agent, any Lender Lender, or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iiiiv) any statement, draft draft, or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (ivv) payment by the Fronting Bank Agent under any Letter of Credit against presentation of a draft or other document that does not comply with appears on its face to be in order, without responsibility for further inquiry, regardless of any notice or information to the terms of such Letter of Creditcontrary; or (vvi) any other circumstance whatsoever, whether or not similar to any of the foregoing.

Reimbursement Obligations Absolute. The Reimbursement Obligations ---------------------------------- Obligations of the Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) any amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense or other rights which the Borrower, any Loan Party Obligated Party, or any other Person may have at any time against any beneficiary of any Letter of Credit, the Fronting Bank, the Administrative Agent, any Lender Bank, or any other Person, whether in connection with any Loan Document or any unrelated transactiontransactions; (iiiiv) any statement, draft draft, or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (ivv) payment by the Fronting Bank Agent under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (vvi) any other circumstance whatsoever, whether or not similar to any of the foregoing.

Reimbursement Obligations Absolute. The Reimbursement ---------------------------------- Obligations of the Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including including, without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) the existence of any claim, set-off, counterclaim, defense defense, or other rights which any Loan Party or any other Person may have at any time against any beneficiary of any Letter of Credit, the Fronting Bank, the Administrative Agent, any Lender Lender, or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iii) any statement, draft draft, or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment by the Fronting Bank under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (v) any other circumstance whatsoever, whether or not similar to any of the foregoing, except in each instance as otherwise provided in Section 2.7(g) below.

Reimbursement Obligations Absolute. The Reimbursement ---------------------------------- Obligations of the Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including including, without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any the Letter of Credit or any other Loan Document; (ii) any amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense defense, or other rights which any Loan Party Borrower or any other Person person may have at any time against any beneficiary of any Letter of Creditthe LC Beneficiary, the Fronting Bank, the Administrative Agent, any Lender or any other Personperson, whether in connection with any Loan Document or any unrelated transaction; (iiiiv) any statement, draft draft, or other documentation presented under any the Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (ivv) payment by the Fronting Bank under any the Letter of Credit against presentation of a draft or other document that does not comply with the terms of such the Letter of Credit; or (vvi) any other circumstance whatsoever, whether or not similar to any of the foregoing; provided that Reimbursement Obligations with respect to the Letter of Credit may be subject to avoidance by Borrower if Borrower proves in a final non-appealable judgment that it was damaged and that such damage arose directly from Bank's willful misconduct in determining whether the documentation presented under the Letter of Credit complied with the terms thereof.

Reimbursement Obligations Absolute. The Reimbursement ---------------------------------- Obligations of the Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including without limitationincluding, in either any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) any amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense defense, or other rights which any Loan Party the Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, the Fronting BankAgent, the Administrative AgentIssuer, any Lender the Banks or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iiiiv) any statement, draft draft, or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (ivv) payment by the Fronting Bank Issuer under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (vvi) any other circumstance whatsoever, whether or not similar to any of the foregoing; provided that Reimbursement Obligations with respect to a Letter of Credit may be subject to avoidance by the Borrower if the Borrower proves in a final non-appealable judgment that it was damaged and that such damage arose directly from the Issuer's willful misconduct or gross negligence.

Reimbursement Obligations Absolute. The Reimbursement ---------------------------------- Obligations of the Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or Credit, any other Loan Document or any Bond Document; (ii) any amendment or waiver of or any consent to or departure from any Loan Document or any Bond Document; (iii) the existence of any claim, set-set - off, counterclaim, defense or other rights which the Borrower, any Loan Party Obligated Party, or any other Person may have at any time against any beneficiary of any Letter of Credit, the Fronting Bank, the Administrative Agent, any Lender Bank, or any other Person, whether in connection with any Loan Document, any Bond Document or any unrelated transaction; (iiiiv) any statement, draft draft, or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment by the Fronting Bank under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (v) any other circumstance whatsoever, whether or not similar to any of the foregoing; provided that Reimbursement Obligations with respect to a Letter of Credit may be subject to avoidance by the Borrower if the Borrower proves in a final nonappealable judgment that it was damaged and that such damage arose directly from the Agent's willful misconduct or gross negligence in determining whether the documentation presented under the Letter of Credit in question complied with the terms thereof.

Reimbursement Obligations Absolute. The Reimbursement ---------------------------------- Obligations of the Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including without limitationincluding, in either any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) any amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense defense, or other rights which any Loan Party the Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, the Fronting BankAgent, the Administrative AgentIssuer, any Lender the Banks or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iiiiv) any statement, draft draft, or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (ivv) payment by the Fronting Bank Issuer under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (vvi) any other circumstance whatsoever, whether or not similar to any of the foregoing; provided that Reimbursement Obligations with respect to a Letter of Credit may be subject to avoidance by the Borrower if the Borrower proves in a final non-appealable judgment that it was damaged and that such damage arose directly from the Issuer’s willful misconduct or gross negligence.

Reimbursement Obligations Absolute. The Reimbursement ---------------------------------- Obligations of the Borrower Borrowers under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the each Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) any amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense or other rights which any Loan Party Borrower, any Obligated Party, or any other Person may have at any time against any beneficiary of any Letter of Credit, the Fronting Bank, the Administrative Agent, any Lender Bank, or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iiiiv) any statement, draft draft, or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (ivv) payment by the Fronting Bank Agent under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (vvi) any other circumstance whatsoever, whether or not similar to any of the foregoing; PROVIDED that Reimbursement Obligations with respect to a Letter of Credit may be subject to avoidance by a Borrower if the Borrower proves in a final non-appealable judgment that it was damaged and that such damage arose directly from the Agent's willful misconduct or gross negligence.

Reimbursement Obligations Absolute. The Reimbursement ---------------------------------- Obligations of the Borrower under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) the existence of any claim, set-off, counterclaim, defense or other rights which any Loan Obligated Party or any other Person may have at any time against any beneficiary of any Letter of Credit, the Fronting Bank, the Administrative Agent, any Lender or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iii) any statement, draft or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment iv)payment by the Fronting Bank under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (v) any other circumstance whatsoever, whether or not similar to any of the foregoing; provided that Reimbursement Obligations with respect to a Letter of Credit may be subject to avoidance by the Borrower if the Borrower proves in a final nonappealable judgment that it was damaged and that such damage arose directly from the Fronting Bank's willful misconduct or gross negligence in determining whether the documentation presented under the Letter of Credit in question complied with the terms thereof.

Reimbursement Obligations Absolute. The Borrowers’ obligation (a “Reimbursement ---------------------------------- Obligations Obligation”) under Section 5.5 to reimburse an Issuer with respect to each Disbursement (including interest thereon) made under any Letter of the Borrower under this Agreement Credit, and each other Lender’s obligation to make participation payments in each drawing which has not been reimbursed by such Borrower, shall be absoluteabsolute and unconditional under any and all circumstances, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including without limitation, in either case, the following circumstancesincluding: (ia) any lack of validity or enforceability of any such Letter of Credit Credit, this Agreement or any other Loan Document; (iib) the existence of any claim, set-offcounterclaim, counterclaimsetoff, defense or other rights which any Loan Party right that the Borrowers or any other Person of their Subsidiaries may have at any time against any beneficiary or any transferee of any such Letter of Credit, the Fronting Bank, the Administrative AgentCredit (or any Person for whom any such beneficiary or any such transferee may be acting), any Lender Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any Loan Document agreement or instrument relating thereto, or any unrelated transaction; (iiic) any statementdraft, draft demand, certificate or other documentation document presented under any such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoeverrespect; (iv) payment by or any loss or delay in the Fronting Bank transmission or otherwise of any document required in order to make a drawing under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; (d) waiver by the Issuer of any requirement that exists for the Issuer’s protection and not the protection of a Borrower, or (v) any other circumstance whatsoever, whether or waiver by the Issuer that does not similar to any of the foregoing.in fact materially prejudice a Borrower;

Reimbursement Obligations Absolute. The Reimbursement ---------------------------------- Obligations of the Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including including, without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) the existence of any claim, set-off, counterclaim, defense defense, or other rights which any Loan Party or any other Person may have at any time against any beneficiary of any Letter of Credit, the Fronting Bank, the Administrative Agent, any Lender Lender, or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iii) any statement, draft draft, or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment by the Fronting Bank under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (v) any other circumstance whatsoever, whether or not similar to any of the foregoing.

Reimbursement Obligations Absolute. The Reimbursement ---------------------------------- Obligations of the Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including without limitationincluding, in either any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) any amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense defense, or other rights which any Loan Party the Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, the Fronting BankAgent, the Administrative AgentIssuer, any Lender the Banks or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iiiiv) any statement, draft draft, or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment by the Fronting Bank under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (v) any other circumstance whatsoever, whether or not similar to any of the foregoing.GP:4272375 vi

Reimbursement Obligations Absolute. The Reimbursement ---------------------------------- Obligations of the Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including including, without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) the existence of any claim, set-off, counterclaim, defense defense, or other rights which any Loan Party or any other Person may have at any time against any beneficiary of any Letter of Credit, the Fronting Issuing Bank, the Administrative Agent, any Lender Lender, or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iii) any statement, draft draft, or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment by the Fronting Issuing Bank under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (v) any other circumstance whatsoever, whether or not similar to any of the foregoing.

Reimbursement Obligations Absolute. The Reimbursement ---------------------------------- Obligations of the Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including including, without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) the existence of any claim, set-off, counterclaim, defense defense, or other rights which any Loan Party the Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, the Fronting Bank, the Administrative Agent, any Lender Lender, or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iii) any statement, draft draft, or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment by the Fronting Bank under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (v) any other circumstance whatsoever, whether or not similar to any of the foregoing.

Reimbursement Obligations Absolute. The Reimbursement ---------------------------------- Obligations of the Borrower Borrowers under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the each Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) any amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense or other rights which any Loan Party Borrower, any Obligated Party, or any other Person may have at any time against any beneficiary of any Letter of Credit, the Fronting Bank, the Administrative Agent, any Lender Bank, or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iiiiv) any statement, draft draft, or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (ivv) payment by the Fronting Bank Agent under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (vvi) any other circumstance whatsoever, whether or not similar to any of the foregoing; provided that Reimbursement Obligations with respect to a Letter of Credit may be subject to avoidance by a Borrower if the Borrower proves in a final non-appealable judgment that it was damaged and that such damage arose directly from the Agent's willful misconduct or gross negligence.

Reimbursement Obligations Absolute. The Reimbursement ---------------------------------- Obligations of the Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or Credit, any other Loan Document or any Bond Document; (ii) any amendment or waiver of or any consent to or departure from any Loan Document or any Bond Document; (iii) the existence of any claim, set-off, counterclaim, defense or other rights which the Borrower, any Loan Party Obligated Party, or any other Person may have at any time against any beneficiary of any Letter of Credit, the Fronting Bank, the Administrative Agent, any Lender Bank, or any other Person, whether in connection with any Loan Document, any Bond Document or any unrelated transaction; (iiiiv) any statement, draft draft, or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment by the Fronting Bank under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (v) any other circumstance whatsoever, whether or not similar to any of the foregoing; provided that Reimbursement Obligations with respect to a Letter of Credit may be subject to avoidance by the Borrower if the Borrower proves in a final nonappealable judgment that it was damaged and that such damage arose directly from the Agent's willful misconduct or gross negligence in determining whether the documentation presented under the Letter of Credit in question complied with the terms thereof.