Common use of Reimbursement Obligations Unconditional Clause in Contracts

Reimbursement Obligations Unconditional. Borrower’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the L/C/ Issuer has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by Administrative Agent or any Lender under or in connection with any Letter of Credit or any related matters shall result in any liability of Administrative Agent or any Lender to Borrower, or relieve Borrower of any of its obligations hereunder to any such Person.

Reimbursement Obligations Unconditional. Borrower’s reimbursement The obligations hereunder of the Company under this Agreement and any L/C Application to reimburse the applicable Issuing Lender for a drawing under a Letter of Credit, and to repay any L/C Borrowing and any drawing under a Letter of Credit converted into Facility A Revolving Loans, shall be irrevocable absolute, unconditional and unconditional irrevocable, and shall be paid in accordance with the terms of this Agreement and each applicable L/C Application under all circumstances, including the following: (a) any lack of validity or enforceability of any Letter of Credit, Credit or this Agreement or any other Loan DocumentL/C Application, or any term or provision therein; (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 the Company in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from any L/C Application; (c) the existence of any claim, set-off, defense or other right which any Loan Party that the Company may have at any time against a any beneficiary named in a Letter of Credit, or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer such Issuing Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein hereby or by any L/C Application or any unrelated transactions transaction; (including d) any underlying transaction between any Loan Party and the beneficiary named in draft, demand, certificate or other document presented under any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the L/C/ Issuer has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove Credit proving to have been be forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit; (e) any payment by such Issuing Lender under any Letter of Credit against presentation of a draft or certificate that does not comply with the terms of any Letter of Credit; or any payment made by such Issuing Lender under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any bankruptcy, insolvency or similar proceeding; (f) any exchange, release or non-perfection of any collateral, or (d) the surrender any release or impairment amendment or waiver of or consent to departure from any security other guarantee, for the performance all or observance of any of the terms hereof. Without limiting obligations of the Company in respect of any Letter of Credit; or (g) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, no action including any other circumstance that might otherwise constitute a defense available to, or omission whatsoever a legal or equitable discharge of, or provide a right of setoff against, the Company or a guarantor. Neither the Administrative Agent, the Lenders nor any Issuing Lender, nor any of their Related Parties, shall have any liability or responsibility by Administrative Agent or any Lender under reason of or in connection with the issuance or transfer of any Letter of Credit or any related matters shall result in payment or failure to make any liability of Administrative Agent or any Lender to Borrower, or relieve Borrower payment thereunder (irrespective of any of its obligations hereunder 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 the control of an Issuing Lender; provided that nothing in this Section 2.3.9 shall be construed to excuse an Issuing Lender from liability to the Company to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages) suffered by the Company or any Subsidiary that are caused by such PersonIssuing Lender’s failure to exercise the agreed standard of care in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the applicable Issuing Lender (as finally determined by a court of competent jurisdiction), such Issuing Lender shall be deemed to have exercised care in each such determination.

Reimbursement Obligations Unconditional. Borrower’s Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the L/C/ Issuer has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by Administrative Agent or any Lender under or in connection with any Letter of Credit or any related matters shall result in any liability of Administrative Agent or any Lender to BorrowerBorrowers (except to the extent such act or omission is determined by a final, nonappealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of LC Issuer or Lender), or relieve Borrower Borrowers of any of its obligations hereunder to any such Person.

Reimbursement Obligations Unconditional. Borrower’s Borrowers' reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the L/C/ C Issuer has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by Administrative Agent or any Lender under or in connection with any Letter of Credit or any related matters shall result in any liability of Administrative Agent or any Lender to Borrowerany Loan Party, or relieve Borrower any Loan Party of any of its obligations hereunder to any such Person.

Reimbursement Obligations Unconditional. Borrower’s reimbursement The obligations hereunder of the Company under this Agreement and any L/C Application to reimburse the applicable Issuing Lender for a drawing under a Letter of Credit, and to repay any L/C Borrowing and any drawing under a Letter of Credit converted into Revolving Loans, shall be irrevocable absolute, unconditional and unconditional irrevocable, and shall be paid in accordance with the terms of this Agreement and each applicable L/C Application under all circumstances, including the following: (a) any lack of validity or enforceability of any Letter of Credit, Credit or this Agreement or any other Loan DocumentL/C Application, or any term or provision therein; (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 the Company in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from any L/C Application; (c) the existence of any claim, set-off, defense or other right which any Loan Party that the Company may have at any time against a any beneficiary named in a Letter of Credit, or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer such Issuing Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein hereby or by any L/C Application or any unrelated transactions transaction; (including d) any underlying transaction between any Loan Party and the beneficiary named in draft, demand, certificate or other document presented under any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the L/C/ Issuer has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove Credit proving to have been be forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit; (e) any payment by such Issuing Lender under any Letter of Credit against presentation of a draft or certificate that does not comply with the terms of any Letter of Credit; or any payment made by such Issuing Lender under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any bankruptcy, insolvency or similar proceeding; (f) any exchange, release or non-perfection of any collateral, or (d) the surrender any release or impairment amendment or waiver of or consent to departure from any security other guarantee, for the performance all or observance of any of the terms hereof. Without limiting obligations of the Company in respect of any Letter of Credit; or (g) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, no action including any other circumstance that might otherwise constitute a defense available to, or omission whatsoever a legal or equitable discharge of, or provide a right of setoff against, the Company or a guarantor. Neither the Administrative Agent, the Lenders nor any Issuing Lender, nor any of their Related Parties, shall have any liability or responsibility by Administrative Agent or any Lender under reason of or in connection with the issuance or transfer of any Letter of Credit or any related matters shall result in payment or failure to make any liability of Administrative Agent or any Lender to Borrower, or relieve Borrower payment thereunder (irrespective of any of its obligations hereunder 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 the control of an Issuing Lender; provided that nothing in this Section 2.3.9 shall be construed to excuse an Issuing Lender from liability to the Company to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages) suffered by the Company or any Subsidiary that are caused by such PersonIssuing Lender’s failure to exercise the agreed standard of care in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the applicable Issuing Lender (as finally determined by a court of competent jurisdiction), such Issuing Lender shall be deemed to have exercised care in each such determination.

Reimbursement Obligations Unconditional. Borrower’s reimbursement The obligations hereunder of the Company under this Agreement and any L/C Application to reimburse the Issuing Bank for a drawing under a Letter of Credit, and to repay any L/C Borrowing and any drawing under a Letter of Credit converted into Revolving Loans, shall be irrevocable unconditional and unconditional irrevocable, and shall be paid strictly in accordance with the terms of this Agreement and each applicable L/C Application under all circumstances, including the following: (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, L/C-Application; (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 the Company in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from any L/C Application; (c) the existence of any claim, set-off, defense or other right which any Loan Party that the Company may have at any time against a any beneficiary named in a Letter of Credit, or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer Issuing Bank or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein hereby or by any L/C Application or any unrelated transactions transaction; (including d) any underlying transaction between any Loan Party and the beneficiary named in draft, demand, certificate or other document presented under any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the L/C/ Issuer has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove Credit proving to have been be forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been being untrue or inaccurate in any respect, ; or (d) any loss or delay in the surrender transmission or impairment otherwise of any security document required in order to make a drawing under any Letter of Credit; (e) any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of any Letter of Credit; or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the performance benefit of creditors, liquidator, receiver or observance other representative of or successor to any beneficiary or any transferee of any Letter of the terms hereof. Without limiting the foregoingCredit, no action or omission whatsoever by Administrative Agent or including any Lender under or arising in connection with any bankruptcy, insolvency or similar proceeding; (f) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the obligations of the Company in respect of any Letter of Credit Credit; or (g) any other circumstance or happening whatsoever, whether or not similar to any related matters shall result in of the foregoing, including any liability of Administrative Agent or any Lender to Borrowerother circumstance that might otherwise constitute a defense available to, or relieve Borrower of any of its obligations hereunder to any such Persona discharge of, the Company or a guarantor.

Reimbursement Obligations Unconditional. Borrower’s Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the L/C/ C Issuer has reasonably determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any material respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by Administrative Agent or any Lender under or in connection with any Letter of Credit or any related matters (other than as the result of gross negligence or willful misconduct on the part of the Administrative Agent as determined by a final, nonappealable judgment by a court of competent jurisdiction) shall result in any liability of Administrative Agent or any Lender to any Borrower, or relieve any Borrower of any of its obligations hereunder to any such Person.

Reimbursement Obligations Unconditional. Each Borrower’s 's reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the L/C/ Issuer has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by Administrative Agent or any Lender under or in connection with any Letter of Credit or any related matters shall result in any liability of Administrative Agent or any Lender to Borrowerany Loan Party, or relieve Borrower any Loan Party of any of its obligations hereunder to any such Person.

Reimbursement Obligations Unconditional. Borrower’s reimbursement The obligations hereunder of the Company under this Agreement and any L/C Application to reimburse the applicable Issuing Bank for a drawing under a Letter of Credit, and to repay any L/C Borrowing and any drawing under a Letter of Credit converted into Revolving Loans, shall be irrevocable unconditional and unconditional irrevocable, and shall be paid in accordance with the terms of this Agreement and each applicable L/C Application under all circumstances, including the following: (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, L/C-Application; (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 the Company in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from any L/C Application; (c) the existence of any claim, set-off, defense or other right which any Loan Party that the Company may have at any time against a any beneficiary named in a Letter of Credit, or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer such Issuing Bank or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein hereby or by any L/C Application or any unrelated transactions transaction; (including d) any underlying transaction between any Loan Party and the beneficiary named in draft, demand, certificate or other document presented under any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the L/C/ Issuer has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove Credit proving to have been be forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been being untrue or inaccurate in any respect, ; or (d) any loss or delay in the surrender transmission or impairment otherwise of any security document required in order to make a drawing under any Letter of Credit; (e) any payment by such Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of any Letter of Credit; or any payment made by such Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the performance benefit of creditors, liquidator, receiver or observance other representative of or successor to any beneficiary or any transferee of any Letter of the terms hereof. Without limiting the foregoingCredit, no action or omission whatsoever by Administrative Agent or including any Lender under or arising in connection with any bankruptcy, insolvency or similar proceeding; (f) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the obligations of the Company in respect of any Letter of Credit Credit; or (g) any other circumstance or happening whatsoever, whether or not similar to any related matters shall result in of the foregoing, including any liability of Administrative Agent or any Lender to Borrowerother circumstance that might otherwise constitute a defense available to, or relieve Borrower of any of its obligations hereunder to any such Persona discharge of, the Company or a guarantor.

Reimbursement Obligations Unconditional. Each Borrower’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the L/C/ C Issuer has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by Administrative Agent or any Lender under or in connection with any Letter of Credit or any related matters shall result in any liability of Administrative Agent or any Lender to any Borrower, or relieve Borrower of any of its obligations hereunder to any such Person.

Reimbursement Obligations Unconditional. Borrower’s Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the L/C/ C Issuer has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by Administrative Agent or any Lender under or in connection with any Letter of Credit or any related matters shall result in any liability of Administrative Agent or any Lender to BorrowerBorrowers, or relieve Borrower Borrowers of any of its obligations hereunder to any such Person.

Reimbursement Obligations Unconditional. Borrower’s Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the L/C/ C Issuer has determined complies on its face with the terms of the applicable Letter of Credit, even if such Table of Contents document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by Administrative Agent or any Lender under or in connection with any Letter of Credit or any related matters shall result in any liability of Administrative Agent or any Lender to BorrowerBorrowers, or relieve Borrower Borrowers of any of its their obligations hereunder to any such Person.

Reimbursement Obligations Unconditional. Borrower’s Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including CHICAGO/#2647830.13 (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the L/C/ C Issuer has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by Administrative Agent or any Lender under or in connection with any Letter of Credit or any related matters shall result in any liability of Administrative Agent or any Lender to BorrowerBorrowers, or relieve Borrower Borrowers of any of its their obligations hereunder to any such Person.

Reimbursement Obligations Unconditional. Borrower’s Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the L/C/ C Issuer has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by Administrative Agent or any Lender under or in connection with any Letter of Credit or any related matters shall result in any liability of Administrative Agent or any Lender to BorrowerBorrowers, or relieve Borrower Borrowers of any of its their obligations hereunder to any such Person.

Reimbursement Obligations Unconditional. Borrower’s Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party Borrower and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the L/C/ C Issuer has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by Administrative Agent or any Lender under or in connection with any Letter of Credit or any related matters shall result in any liability of Administrative Agent or any Lender to BorrowerBorrowers, or relieve Borrower Borrowers of any of its their obligations hereunder to any such Person.