Common use of Nature of Reimbursement Obligations Clause in Contracts

Nature of Reimbursement Obligations. The Borrowers, as applicable, shall assume all risks of the acts, omissions, or misuse of any (a) Letter of Credit by the beneficiary thereof and (b) Acceptance by the payee thereof. Any action, inaction or omission taken or suffered by either Fronting Bank or any Fronting Bank's correspondents under or in connection with a Letter of Credit, any Draft made under any Letter of Credit or any Acceptance or any document relating thereto, if in good faith and in conformity with foreign or domestic laws, regulations or customs applicable thereto shall be binding upon the applicable Borrowers and shall not place either Fronting Bank or any of its correspondents under any resulting liability to such Borrowers. Without limiting the generality of the foregoing, each Fronting Bank and its correspondents may receive, accept or pay as complying with the terms of a Letter of Credit, any Draft under any Letter of Credit, an Acceptance, otherwise in order which may be signed by, or issued to, the administrator or any executor of, or the trustee in bankruptcy of, or the receiver for any property of, or other Person or entity acting as the representative or in the place of, such beneficiary or its successors and assigns. The Borrowers covenant that they will not take any steps, issue any instructions to either Fronting Bank or any of its correspondents or institute any proceedings intended to derogate from the right or ability of either Fronting Bank or its correspondents to honor and pay any Draft or Drafts. Without in any way limiting the provisions of Section 4.6, and notwithstanding anything to the contrary contained in this Agreement or in any other Trade Document, each Borrower irrevocably acknowledges and agrees that it is unconditionally liable for all Reimbursement Obligations with respect to each Disbursement under each Letter of Credit issued or paid, as the case may be, for its account and each payment made on a matured Acceptance created for its account, as applicable (including fees and interest thereon), in each case, regardless (in the case of each of the U.S. Borrower, each Warnaco Sub Borrower and the Sub Borrower) whether such Letter of Credit was issued or such Advance created in respect of the sourcing or other corporate requirements or needs of the U.S. Borrower, the Sub Borrower or any Subsidiary of the U.S. Borrower or Sub Borrower, or otherwise.

Nature of Reimbursement Obligations. The Borrowers, as applicable, Borrower shall assume all risks of the acts, omissions, or misuse of any (a) Letter of Credit by the beneficiary thereof and (b) Acceptance by the payee thereof. Any action, inaction or omission taken or suffered by either the Fronting Bank or any of the Fronting Bank's correspondents under or in connection with a Letter of Credit, Credit or any Draft made under any Letter of Credit or any Acceptance thereunder or any document relating thereto, if in good faith and in conformity with foreign or domestic laws, regulations or customs applicable thereto shall be binding upon the applicable Borrowers Borrower and shall not place either the Fronting Bank or any of its correspondents under any resulting liability to such Borrowersthe Borrower. Without limiting the generality of the foregoing, each the Fronting Bank and its correspondents may receive, accept or pay as complying with the terms of a Letter of Credit, any Draft under any Letter of Credit, an Acceptancethereunder, otherwise in order which may be signed by, or issued to, the administrator or any executor of, or the trustee in bankruptcy of, or the receiver for any property of, or other Person or entity acting as the representative or in the place of, such beneficiary or its successors and assigns. The Borrowers covenant Borrower covenants that they it will not take any steps, issue any instructions to either the Fronting Bank or any of its correspondents or institute any proceedings intended to derogate from the right or ability of either the Fronting Bank or its correspondents to honor and pay any Draft or Drafts. Without in any way limiting the provisions of Section 4.6, and notwithstanding anything to the contrary contained in this Agreement or in any other Trade Loan Document, each the Borrower irrevocably acknowledges and agrees that it is unconditionally liable for all Reimbursement Obligations with respect to each Disbursement under each Letter of Credit issued or paid, as the case may be, for its account and each payment made on a matured Acceptance created for its account, as applicable (including fees and interest thereon), in ) under each caseLetter of Credit, regardless (in the case of each of the U.S. Borrower, each Warnaco Sub Borrower and the Sub Borrower) whether such Letter of Credit was issued or such Advance created in respect of the sourcing or other corporate requirements or needs of the U.S. Borrower, the Sub Borrower or any Subsidiary of the U.S. Borrower or Sub Borrower, or otherwise.

Nature of Reimbursement Obligations. The Borrowers, as applicable, shall assume all risks of the acts, omissions, or misuse of any (a) Letter of Credit by the beneficiary thereof and (b) Acceptance by the payee thereof. Any action, inaction or omission taken or suffered by either the Fronting Bank or any of the Fronting Bank's correspondents under or in connection with a Letter of Credit, any Draft made under any Letter of Credit or any Acceptance or any document relating thereto, if in good faith and in conformity with foreign or domestic laws, regulations or customs applicable thereto shall be binding upon the applicable Borrowers and shall not place either the Fronting Bank or any of its correspondents under any resulting liability to such Borrowers. Without limiting the generality of the foregoing, each the Fronting Bank and its correspondents may receive, accept or pay as complying with the terms of a Letter of Credit, any Draft under any Letter of Credit, an Acceptance, otherwise in order which may be signed by, or issued to, the administrator or any executor of, or the trustee in bankruptcy of, or the receiver for any property of, or other Person or entity acting as the representative or in the place of, such beneficiary or its successors and assigns. The Borrowers covenant that they will not take any steps, issue any instructions to either the Fronting Bank or any of its correspondents or institute any proceedings intended to derogate from the right or ability of either the Fronting Bank or its correspondents to honor and pay any Draft or Drafts. Without in any way limiting the provisions of Section 4.6, and notwithstanding anything to the contrary contained in this Agreement or in any other Trade Loan Document, each Borrower irrevocably acknowledges and agrees that it is unconditionally liable for all Reimbursement Obligations with respect to each Disbursement under each Letter of Credit issued or paid, as the case may be, for its account and each payment made on a matured Acceptance created for its account, as applicable (including fees and interest thereon), in each case, regardless (in the case of each of the U.S. Borrower, each Warnaco Sub Borrower and the Sub Borrower) whether such Letter of Credit was issued or such Advance created in respect of the sourcing or other corporate requirements or needs of the U.S. Borrower, the Sub Borrower or any Subsidiary of the U.S. Borrower or Sub Borrower, or otherwise.

Nature of Reimbursement Obligations. The Borrowers, as applicable, shall assume all risks obligations of the acts, omissions, or misuse of any (a) Letter of Credit by Borrower to reimburse the beneficiary thereof and (b) Acceptance by the payee thereof. Any action, inaction or omission taken or suffered by either Fronting LC Bank or any Fronting Bank's correspondents upon a draw under or in connection with a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and under all circumstances, including the following circumstances: (i) any Draft made under set-off, counterclaim, recoupment, defense or other right which the Borrower may have against any Credit Party, the Servicer, an Originator, the Performance Guarantor or any other Person for any reason whatsoever; (ii) the failure of the Borrower or any other Person to comply with the conditions set forth in this Agreement for requests for Letters of Credit or otherwise; (iii) any lack of validity or enforceability of any Letter of Credit or any Acceptance set-off, counterclaim, recoupment, defense or other right which the Borrower, the Performance Guarantor, the Servicer, an Originator or any document relating thereto, if in good faith and in conformity with foreign or domestic laws, regulations or customs applicable thereto shall be binding upon the applicable Borrowers and shall not place either Fronting Bank Affiliate thereof on behalf of which a Letter of Credit has been issued may have against any Credit Party or any other Person for any reason whatsoever; (iv) any claim of its correspondents under breach of warranty that might be made by the Borrower, an Originator, the Servicer or any resulting liability to such Borrowers. Without limiting Affiliate thereof, or the generality of LC Bank against the foregoing, each Fronting Bank and its correspondents may receive, accept or pay as complying with the terms beneficiary of a Letter of Credit, or the existence of any Draft under claim, set-off, defense or other right which the Borrower or the LC Bank may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit, an Acceptance, otherwise in order which Credit or the proceeds thereof (or any Persons for whom any such transferee may be signed by, or issued toacting), the administrator or any executor of, or the trustee in bankruptcy of, or the receiver for any property of, or other Person or entity acting as the representative or in the place of, such beneficiary or its successors and assigns. The Borrowers covenant that they will not take any steps, issue any instructions to either Fronting LC Bank or any of its correspondents other Person, whether in connection with this Agreement, the transactions contemplated herein or institute any proceedings intended to derogate from the right or ability of either Fronting Bank or its correspondents to honor and pay any Draft or Drafts. Without in any way limiting the provisions of Section 4.6, and notwithstanding anything to the contrary contained in this Agreement or in any other Trade Document, each Borrower irrevocably acknowledges and agrees that it is unconditionally liable for all Reimbursement Obligations with respect to each Disbursement under each Letter of Credit issued or paid, as the case may be, for its account and each payment made on a matured Acceptance created for its account, as applicable unrelated transaction (including fees and interest thereon), in each case, regardless (in any underlying transaction between the case of each Borrower or any Affiliates of the U.S. Borrower, each Warnaco Sub Borrower and the Sub Borrower) whether such beneficiary for which any Letter of Credit was issued procured); (v) the lack of power or such Advance created in respect authority of the sourcing or other corporate requirements or needs of the U.S. Borrower, the Sub Borrower or any Subsidiary of the U.S. Borrower or Sub Borrowersigner of, or otherwise.lack of validity, sufficiency, accuracy, enforceability or genuineness of, any draft, demand, instrument,

Nature of Reimbursement Obligations. The Borrowers, as applicable, Borrowers shall assume all risks of the acts, omissions, or misuse of any (a) Letter of Credit by the beneficiary thereof and (b) Acceptance by the payee thereof. Any action, inaction or omission taken or suffered by either the Fronting Bank or any of the Fronting Bank's correspondents under or in connection with a Letter of Credit, Credit or any Draft made under any Documentary Letter of Credit or any Acceptance or any document relating thereto, if in good faith and in conformity with foreign or domestic laws, regulations or customs applicable thereto shall be binding upon the applicable Borrowers and shall not place either the Fronting Bank or any of its correspondents under any resulting liability to such the Borrowers. Without limiting the generality of the foregoing, each the Fronting Bank and its correspondents may receive, accept or pay as complying with the terms of a Letter of Credit, any Draft under any Documentary Letter of Credit, an Acceptance, otherwise in order which may be signed by, or issued to, the administrator or any executor of, or the trustee in bankruptcy of, or the receiver for any property of, or other Person or entity acting as the representative or in the place of, such beneficiary or its successors and assigns. The Borrowers covenant that they will not take any steps, issue any instructions to either the Fronting Bank or any of its correspondents or institute any proceedings intended to derogate from the right or ability of either the Fronting Bank or its correspondents to honor and pay any Draft or Drafts. Without in any way limiting the provisions of Section 4.6, and notwithstanding anything to the contrary contained in this Agreement or in any other Trade Loan Document, each Borrower irrevocably acknowledges and agrees that it is unconditionally liable for all Reimbursement Obligations with respect to each Disbursement (including fees and interest thereon) under each Letter of Credit issued or paid, as the case may be, for its account and each payment made on a matured Acceptance created for its account, as applicable (including fees and interest thereon), in each case, regardless (in the case of each of the U.S. Borrower, each Warnaco Sub Borrower and the Sub Borrower) of whether such Letter of Credit was issued or such Advance created in respect of the sourcing or other corporate requirements or needs of the U.S. Borrower, the Sub Borrower or any Subsidiary of the U.S. Borrower or Sub Borrower, or otherwise.

Nature of Reimbursement Obligations. The Borrowers, as applicable, shall Borrower will assume all risks of the acts, omissions, or misuse of any (a) Letter of Credit by the beneficiary thereof and (b) Acceptance by the payee thereof. Any action, inaction or omission taken or suffered by either the Fronting Bank or any of the Fronting Bank's correspondents under or in connection with a Letter of Credit, any Draft made under any Letter of Credit or any Acceptance or any document relating thereto, if in good faith and in conformity with foreign or domestic laws, regulations or customs applicable thereto shall will be binding upon the applicable Borrowers Borrower and shall will not place either the Fronting Bank or any of its correspondents under any resulting liability to such Borrowersthe Borrower. Without limiting the generality of the foregoing, each the Fronting Bank and its correspondents may receive, accept or pay as complying with the terms of a Letter of Credit, any Draft under any Letter of Credit, an Acceptance, Credit otherwise in order which may be signed by, or issued to, the administrator or any executor of, or the trustee in bankruptcy of, or the receiver for any property of, or other Person or entity acting as the representative or in the place of, such beneficiary or its successors and assigns. The Borrowers covenant Borrower covenants that they it will not take any steps, issue any instructions to either the Fronting Bank or any of its correspondents or institute any proceedings intended to derogate from the right or ability of either the Fronting Bank or its correspondents to honor and pay any Draft or Drafts. Without in any way limiting the provisions of Section 4.6, and notwithstanding anything to the contrary contained in this Agreement or in any other Trade Loan Document, each the Borrower irrevocably acknowledges and agrees that it is unconditionally liable for all Reimbursement Obligations with respect to each Disbursement under each Letter of Credit issued or paid, as the case may be, for its account and each payment made on a matured Acceptance created for its account, as applicable (including fees and interest thereon), in each case, regardless (in the case of each of the U.S. Borrower, each Warnaco Sub Borrower and the Sub Borrower) whether such Letter of Credit was issued or such Advance Loan created in respect of the sourcing or other corporate requirements or needs of the U.S. Borrower, the Sub Borrower or any wholly-owned Subsidiary of the U.S. Borrower or Sub Borrower, or otherwise.

Nature of Reimbursement Obligations. The Borrowers, as applicableObligations of the Borrower to reimburse the Bank upon a draw under the Letter of Credit, shall assume all risks be absolute, unconditional and irrevocable. The Obligations of the actsBorrower shall be performed strictly in accordance with the terms of this Section 2.2 under all circumstances, omissionsincluding the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which the Bank may have against the Borrower or any other Person for any reason whatsoever, or misuse of any (a) Letter of Credit by which the beneficiary thereof and (b) Acceptance by Borrower may have against the payee thereof. Any action, inaction or omission taken or suffered by either Fronting Bank or any Fronting Bank's correspondents under of its Affiliates, or any other Person for any reason whatsoever; (ii) the failure of the Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing or with the conditions set forth in Section 5.2, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing; (iii) any lack of validity or enforceability of the Letter of Credit; (iv) any claim of breach of warranty that might be made by the Borrower or the Bank against any beneficiary of the Letter of Credit, or the existence of any Draft made under claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which the Borrower or the Bank may have at any time against a beneficiary, successor beneficiary any transferee or assignee of the Letter of Credit or any Acceptance the proceeds thereof (or any Persons for whom any such transferee may be acting), the Bank or its Affiliates or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or its Subsidiaries and the beneficiary for which the Letter of Credit was procured); (v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with the Letter of Credit, or any fraud or alleged fraud in connection with the Letter of Credit, or the transport of any property or provision of services relating theretoto the Letter of Credit, in each case even if in good faith and in conformity with foreign or domestic laws, regulations or customs applicable thereto shall be binding upon the applicable Borrowers and shall not place either Fronting Bank or any of its correspondents under any resulting liability to such Borrowers. Without limiting Affiliates has been notified thereof; (vi) payment by the generality of the foregoing, each Fronting Bank and its correspondents may receive, accept or pay as complying with the terms of a Letter of Credit, any Draft under any Letter of Credit, an Acceptance, otherwise in order which may be signed by, or issued to, the administrator or any executor of, or the trustee in bankruptcy of, or the receiver for any property of, or other Person or entity acting as the representative or in the place of, such beneficiary or its successors and assigns. The Borrowers covenant that they will not take any steps, issue any instructions to either Fronting Bank or any of its correspondents or institute any proceedings intended to derogate from Affiliates under the right or ability of either Fronting Bank or its correspondents to honor and pay any Draft or Drafts. Without in any way limiting the provisions of Section 4.6, and notwithstanding anything to the contrary contained in this Agreement or in any other Trade Document, each Borrower irrevocably acknowledges and agrees that it is unconditionally liable for all Reimbursement Obligations with respect to each Disbursement under each Letter of Credit issued against presentation of a demand, draft or paid, as certificate or other document which does not comply with the case may be, for its account and each payment made on a matured Acceptance created for its account, as applicable (including fees and interest thereon), in each case, regardless (in the case of each terms of the U.S. Borrower, each Warnaco Sub Borrower and the Sub Borrower) whether such Letter of Credit was issued Credit; (vii) the solvency of, or such Advance created in respect any acts or omissions by, any beneficiary of the sourcing Letter of Credit, or any other Person having a role in any transaction or obligation relating to the Letter of Credit, or the existence, nature, quality, quantity, condition, value or other corporate requirements characteristic of any property or needs services relating to the Letter of the U.S. Borrower, the Sub Borrower or any Subsidiary of the U.S. Borrower or Sub Borrower, or otherwise.Credit;

Nature of Reimbursement Obligations. The Borrowers, as applicable, shall assume all risks obligations of the acts, omissions, or misuse of any (a) Letter of Credit by Borrower to reimburse the beneficiary thereof and (b) Acceptance by the payee thereof. Any action, inaction or omission taken or suffered by either Fronting LC Bank or any Fronting Bank's correspondents upon a draw under or in connection with a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and under all circumstances, including the following circumstances: (i) any Draft made under set-off, counterclaim, recoupment, defense or other right which the Borrower may have against any Credit Party, the Servicer, an Originator, the Performance Guarantor or any other Person for any reason whatsoever; (ii) the failure of the Borrower or any other Person to comply with the conditions set forth in this Agreement for requests for Letters of Credit or otherwise; (iii) any lack of validity or enforceability of any Letter of Credit or any Acceptance set-off, counterclaim, recoupment, defense or other right which the Borrower, the Performance Guarantor, the Servicer, an Originator or any document relating theretoAffiliate thereof on behalf of which a Letter of Credit has been issued may have against any Credit Party or any other Person for any reason whatsoever; (iv) any claim of breach of warranty that might be made by the Borrower, if in good faith and in conformity with foreign an Originator, the Servicer or domestic lawsany Affiliate thereof, regulations or customs applicable thereto shall be binding upon the applicable Borrowers and shall not place either Fronting LC Bank or any of its correspondents under any resulting liability to such Borrowers. Without limiting Program Participant against the generality of the foregoing, each Fronting Bank and its correspondents may receive, accept or pay as complying with the terms beneficiary of a Letter of Credit, or the existence of any Draft claim, set-off, defense or other right which the Borrower or, the LC Bank or any Program Participant may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the LC Bank, any Program Participant or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or any Affiliates of the Borrower and the beneficiary for which any Letter of Credit was procured); -34- (v) the lack of power or authority of any signer of, or lack of validity, sufficiency, accuracy, enforceability or genuineness of, any draft, demand, instrument, certificate or other document presented under any Letter of Credit, an Acceptanceor any such draft, otherwise demand, instrument, certificate or other document proving to be forged, fraudulent, invalid, defective or insufficient in order which may be signed byany respect or any statement therein being untrue or inaccurate in any respect, or issued toeven if the Administrative Agent or, the administrator LC Bank or any executor Program Participant has been notified thereof; (vi) payment by the LC Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) the solvency of, or the trustee any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in bankruptcy ofany transaction or obligation relating to a Letter of Credit, or the receiver for existence, nature, quality, quantity, condition, value or other characteristic of any property of, or other Person or entity acting as services relating to a Letter of Credit; (viii) any failure by the representative or in the place of, such beneficiary or its successors and assigns. The Borrowers covenant that they will not take any steps, issue any instructions to either Fronting LC Bank or any of its correspondents or institute the LC Bank’s Affiliates to issue any proceedings intended to derogate from Letter of Credit in the right or ability form requested by the Borrower; (ix) any Material Adverse Effect; (x) any breach of either Fronting Bank or its correspondents to honor and pay any Draft or Drafts. Without in any way limiting the provisions of Section 4.6, and notwithstanding anything to the contrary contained in this Agreement or in any other Trade Document, each Borrower irrevocably acknowledges and agrees that it is unconditionally liable for all Reimbursement Obligations Transaction Document by any party thereto; (xi) the occurrence or continuance of an Insolvency Proceeding with respect to each Disbursement under each Letter of Credit issued or paid, as the case may be, for its account and each payment made on a matured Acceptance created for its account, as applicable (including fees and interest thereon), in each case, regardless (in the case of each of the U.S. Borrower, each Warnaco Sub Borrower and the Sub Borrower) whether such Letter of Credit was issued or such Advance created in respect of the sourcing or other corporate requirements or needs of the U.S. Borrower, the Sub Performance Guarantor, any Originator or any Affiliate thereof; (xii) the fact that an Event of Default or an Unmatured Event of Default shall have occurred and be continuing; (xiii) the fact that this Agreement or the obligations of the Borrower or the Servicer hereunder shall have been terminated; and (xiv) any Subsidiary other circumstance or happening whatsoever, whether or not similar to any of the U.S. Borrower or Sub Borrower, or otherwiseforegoing. Section 3.09.

Nature of Reimbursement Obligations. The Borrowers, as applicable, shall assume all risks of the acts, omissions, or misuse of any (a) Letter of Credit by the beneficiary thereof and (b) Acceptance by the payee thereof. Any action, inaction or omission taken or suffered by either the Fronting Bank or any of the Fronting Bank's correspondents under or in connection with a Letter of Credit, any Draft made under any Letter of Credit or any Acceptance or any document relating thereto, if in good faith and in conformity with foreign or domestic laws, regulations or customs applicable thereto shall be binding upon the applicable Borrowers and shall not place either the Fronting Bank or any of its correspondents under any resulting liability to such Borrowers. Without limiting the generality of the foregoing, each the Fronting Bank and its correspondents may receive, accept or pay as complying with the terms of a Letter of Credit, any Draft under any Letter of Credit, an Acceptance, otherwise in order which may be signed by, or issued to, the administrator or any executor of, or the trustee in bankruptcy of, or the receiver for any property of, or other Person or entity acting as the representative or in the place of, such beneficiary or its successors and assigns. The Borrowers covenant that they will not take any steps, issue any instructions to either the Fronting Bank or any of its correspondents or institute any proceedings intended to derogate from the right or ability of either the Fronting Bank or its correspondents to honor and pay any Draft or Drafts. Without in any way limiting the provisions of Section 4.6, and notwithstanding anything to the contrary contained in this Agreement or in any other Trade Loan Document, each Borrower irrevocably acknowledges and agrees that it is unconditionally liable for all Reimbursement Obligations with respect to each Disbursement under each Letter of Credit issued or paid, as the case may be, for its account and each payment made on a matured Acceptance created for its account, as applicable (including fees and interest thereon), in each case, regardless (in the case of each of the U.S. Borrower, each Warnaco Sub Borrower and the Sub Borrower) whether such Letter of Credit was issued or such Advance created in respect of the sourcing or other corporate requirements or needs of the U.S. Borrower, the Sub Borrower or any Subsidiary of the U.S. Borrower or Sub Borrower, or otherwise.,