Common use of Borrower Obligations Absolute Clause in Contracts

Borrower Obligations Absolute. The obligation of each Borrower to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit issued by such L/C Issuer for the account of such Borrower and to repay each L/C Borrowing incurred by such Borrower shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (a) any lack of validity or enforceability of such Letter of Credit, this Agreement or any other Loan Document; (b) the existence of any claim, counterclaim, setoff, defense or other right that any Borrower or any Eligible Affiliate may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; (c) any draft, demand, certificate or other document presented under 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; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (d) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such 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 such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or (e) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower or any Eligible Affiliate. Each Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will promptly notify such L/C Issuer. Each Borrower shall be conclusively deemed to have waived any such claim against any L/C Issuer and its correspondents unless such notice is given as aforesaid.

Borrower Obligations Absolute. The obligation obligations of each Borrower under this Subsection 1.1(F) are irrevocable, will remain in full force and effect until the Issuing Lender and Lenders have no further obligations to reimburse the applicable L/C Issuer for each drawing make any payments or disbursements under each any circumstances with respect to any Letter of Credit issued by such L/C Issuer for the account of such Borrower and to repay each L/C Borrowing incurred by such Borrower Credit, shall be absoluteabsolute and unconditional, unconditional and irrevocableshall not be subject to counterclaim, setoff or other defense or any other qualification or exception whatsoever and shall be paid strictly in accordance with the terms and conditions of this Agreement under all circumstances, including including, any of the followingfollowing circumstances: (aA) any Any lack of validity or enforceability of such this Agreement, any of the other Loan Documents or any documents or instruments relating to any Letter of Credit; (B) Any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations in respect of any Letter of Credit or any other amendment, modification or waiver of or any consent to or departure from any Letter of Credit, this Agreement any documents or instruments relating thereto, or any other Loan DocumentDocument in each case whether or not any Loan Party or any of its Subsidiaries has notice or knowledge thereof; (bC) the The existence of any claim, counterclaim, setoff, defense or other right that any Borrower Loan Party or any Eligible Affiliate of its Subsidiaries may have at any time against any a beneficiary or named in a Letter of Credit, any transferee of such any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), Administrative Agent, any L/C Issuer Issuing Lender, any Lender, or any other Person, whether in connection with this Agreement, any other Loan Document, any Letter of Credit, the transactions contemplated hereby or by any other related or unrelated transaction or transactions (including any underlying transaction between any Loan Party or any of its Subsidiaries and the beneficiary named in any such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transactionCredit); (cD) any Any draft, demand, certificate or any other document presented under such 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; , any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, facsimile or otherwise, or any loss errors in translation or delay in the transmission or otherwise interpretation of any document required in order to make a drawing under such Letter of Credittechnical terms; (dE) Payment under any payment by the L/C Issuer under such Letter of Credit against presentation of a demand, draft or certificate that or other document which does not strictly comply with the terms of such Letter of Credit; or ; (F) Any defense based upon the failure of any payment made by drawing under any Letter of Credit to conform to the L/C Issuer under terms of such Letter of Credit to (provided that any Person purporting to be a trustee in bankruptcydraft, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver certificate or other representative document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof), any nonapplication or successor to any misapplication by the beneficiary or any transferee of the proceeds of such drawing or any other act or omission of such beneficiary or transferee in connection with such Letter of Credit; (G) The exchange, including release, surrender or impairment of any arising in connection with collateral or other security for the obligations; (H) The occurrence of any proceeding under any Debtor Relief LawDefault or Event of Default; or (eI) any Any other circumstance or happening event whatsoever, whether or not similar to any of the foregoingincluding, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower Loan Party, any of its Subsidiaries or a guarantor. Any action taken or omitted to be taken by an Issuing Lender under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, is binding upon the Loan Parties and their Subsidiaries and shall not create or result in any liability of such Issuing Lender to any Loan Party or any Eligible Affiliate. Each Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will promptly notify such L/C Issuer. Each Borrower shall be conclusively deemed to have waived any such claim against any L/C Issuer and its correspondents unless such notice is given as aforesaidSubsidiaries.

Borrower Obligations Absolute. The obligation of each Borrower to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit issued by such L/C Issuer for the account of such Borrower and to repay each L/C Borrowing incurred by such Borrower shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (a) any lack of validity or enforceability of such Letter of Credit, this Agreement Agreement, or any other Loan Document; (b) the existence of any claim, counterclaim, setoff, defense or other right that any Borrower or any Eligible Affiliate may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; (c) any draft, demand, certificate or other document presented under 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; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (d) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such 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 such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or (e) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower or any Eligible Affiliate. Each Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will promptly notify such L/C Issuer. Each Borrower shall be conclusively deemed to have waived any such claim against any L/C Issuer and its correspondents unless such notice is given as aforesaid.

Borrower Obligations Absolute. The obligation obligations of each the Borrower under this Section 2.1.1(d) are irrevocable, will remain in full force and effect until the Issuing Lender and Lenders have no further obligations to reimburse the applicable L/C Issuer for each drawing make any payments or disbursements under each any circumstances with respect to any Letter of Credit issued by such L/C Issuer for the account of such Borrower and to repay each L/C Borrowing incurred by such Borrower Credit, shall be absoluteabsolute and unconditional, unconditional and irrevocableshall not be subject to counterclaim, setoff or other defense or any other qualification or exception whatsoever and shall be paid strictly in accordance with the terms and conditions of this Agreement under all circumstances, including including, any of the followingfollowing circumstances, except where caused by the gross negligence or willful misconduct of such Issuing Lender as determined pursuant to a final non-appealable order of a court of competent jurisdiction: (aA) any Any lack of validity or enforceability of such this Agreement, any of the other Loan Documents or any documents or instruments relating to any Letter of Credit; (B) Any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations in respect of any Letter of Credit or any other amendment, modification or waiver of or any consent to or departure from any Letter of Credit, this Agreement any documents or instruments relating thereto, or any other Loan DocumentDocument in each case whether or not any Loan Party or any Subsidiary of any Loan Party has notice or knowledge thereof; (bC) the The existence of any claim, counterclaim, setoff, defense or other right that any Borrower Loan Party or any Eligible Affiliate Subsidiary of any Loan Party may have at any time against any a beneficiary or named in a Letter of Credit, any transferee of such any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Administrative Agent, any L/C Issuer Issuing Lender, any Lender, or any other Person, whether in connection with this Agreement, any other Loan Document, any Letter of Credit, the transactions contemplated hereby or by any other related or unrelated transaction or transactions (including any underlying transaction between any Loan Party or any Subsidiary of any Loan Party and the beneficiary named in any such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transactionCredit); (cD) any Any draft, demand, certificate or any other document presented under such 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; , any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, facsimile or otherwise, or any loss errors in translation or delay in the transmission or otherwise interpretation of any document required in order to make a drawing under such Letter of Credittechnical terms; (dE) Payment under any payment by the L/C Issuer under such Letter of Credit against presentation of a demand, draft or certificate that or other document which does not strictly comply with the terms of such Letter of Credit; or ; (F) Any defense based upon the failure of any payment made by drawing under any Letter of Credit to conform to the L/C Issuer under terms of such Letter of Credit to (provided, that any Person purporting to be a trustee in bankruptcydraft, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver certificate or other representative document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof), any non-application or successor to any misapplication by the beneficiary or any transferee of the proceeds of such drawing or any other act or omission of such beneficiary or transferee in connection with such Letter of Credit; (G) The exchange, including release, surrender or impairment of any arising in connection with collateral or other security for the obligations; (H) The occurrence of any proceeding under any Debtor Relief LawDefault or Event of Default; or (eI) any Any other circumstance or happening event whatsoever, whether or not similar to any of the foregoingincluding, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower Loan Party, any Subsidiary of any Loan Party or any Eligible Affiliateguarantor or other surety. Each Borrower shall promptly examine a copy of each Any action taken or omitted to be taken by an Issuing Lender under or in connection with any Letter of Credit and each amendment thereto that is delivered to it andCredit, if taken or omitted in the event absence of gross negligence or willful misconduct, is binding upon the Loan Parties and their Subsidiaries and shall not create or result in any liability of such Issuing Lender to any Loan Party or any Subsidiary of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will promptly notify such L/C Issuer. Each Borrower shall be conclusively deemed to have waived any such claim against any L/C Issuer and its correspondents unless such notice is given as aforesaidLoan Party.

Borrower Obligations Absolute. The obligation obligations of each Borrower under this Subsection 1.1(E) are irrevocable, will remain in full force and effect until Issuing Lender and the Lenders have no further obligations to reimburse the applicable L/C Issuer for each drawing make any payments or disbursements under each any circumstances with respect to any Letter of Credit issued by such L/C Issuer for the account of such Borrower and to repay each L/C Borrowing incurred by such Borrower Credit, shall be absoluteabsolute and unconditional, unconditional and irrevocableshall not be subject to counterclaim, setoff or other defense or any other qualification or exception whatsoever and shall be paid strictly in accordance with the terms and conditions of this Agreement under all circumstances, including including, without limitation, any of the followingfollowing circumstances: (a) any Any lack of validity or enforceability of such this Agreement, any of the other Loan Documents or any documents or instruments relating to any Letter of Credit, this Agreement or any other Loan Document; (b) Any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations in respect of any Letter of Credit or any other amendment, modification or waiver of or any consent to or departure from any Letter of Credit, any documents or instruments relating thereto, or any Loan Document in each case whether or not Borrower or its Subsidiaries has notice or knowledge thereof; (c) The existence of any claim, counterclaim, setoff, defense or other right that any Borrower or any Eligible Affiliate its Subsidiaries may have at any time against any a beneficiary or named in a Letter of Credit, any transferee of such any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), Administrative Agent, Issuing Lender, any L/C Issuer Lender or any other Person, whether in connection with this Agreement, any other Loan Document, any Letter of Credit, the transactions contemplated hereby or by any other related or unrelated transaction or transactions (including any underlying transaction between Borrower or its Subsidiaries and the beneficiary named in any such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transactionCredit); (cd) any Any draft, demand, certificate or any other document presented under such 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; , any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, telecopier or otherwise, or any loss errors in translation or delay in the transmission or otherwise interpretation of any document required in order to make a drawing under such Letter of Credittechnical terms; (de) Payment under any payment by the L/C Issuer under such Letter of Credit against presentation of a demand, draft or certificate that or other document which does not strictly comply with the terms of such Letter of Credit; or ; (f) Any defense based upon the failure of any payment made by drawing under any Letter of Credit to conform to the L/C Issuer under terms of such Letter of Credit to (provided that any Person purporting to be a trustee in bankruptcydraft, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver certificate or other representative document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof), any nonapplication or successor to any misapplication by the beneficiary or any transferee of the proceeds of such drawing or any other act or omission of such beneficiary or transferee in connection with such Letter of Credit; (g) The exchange, including release, surrender or impairment of any arising in connection with collateral or other security for the obligations; (h) The occurrence of any proceeding under any Debtor Relief LawDefault or Event of Default; or (ei) any Any other circumstance or happening event whatsoever, whether or not similar to any of the foregoingincluding, including without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower or any Eligible AffiliateSubsidiary. Each Any action taken or omitted to be taken by the Issuing Lender under or in connection with any Letter of Credit, if taken or omitted in the absence of negligence or willful misconduct, is binding upon Borrower and its Subsidiaries and shall promptly examine not create or result in any liability of the Issuing Lender to Borrower or any of its Subsidiaries. It is expressly agreed that, for purposes of determining whether a copy of each wrongful payment under a Letter of Credit and each amendment thereto resulted from the Issuing Lender’s negligence or willful misconduct, none of the following shall be deemed to constitute negligence or willful misconduct by the Issuing Lender: (i) Issuing Lender’s acceptance of documents that is delivered appear on their face to comply with the terms of such Letter of Credit, without responsibility for further investigation, (ii) Issuing Lender’s exclusive reliance on the documents presented to it andunder such Letter of Credit as to any and all matters set forth therein, in including the event amount of any claim draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect (so long as such document appears on its face to comply with the terms of such Letter of Credit), and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever, and (iii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with such Borrower’s instructions or other irregularity, such Borrower will promptly notify such L/C Issuer. Each Borrower shall be conclusively deemed to have waived any such claim against any L/C Issuer and its correspondents unless such notice is given as aforesaidthe terms thereof.

Borrower Obligations Absolute. The obligation obligations of each Borrower under this Subsection 1.1(F) are irrevocable, will remain in full force and effect until the Issuing Lender and Lenders have no further obligations to reimburse the applicable L/C Issuer for each drawing make any payments or disbursements under each any circumstances with respect to any Letter of Credit issued by such L/C Issuer for the account of such Borrower and to repay each L/C Borrowing incurred by such Borrower Credit, shall be absoluteabsolute and unconditional, unconditional and irrevocableshall not be subject to counterclaim, setoff or other defense or any other qualification or exception whatsoever and shall be paid strictly in accordance with the terms and conditions of this Agreement under all circumstances, including including, any of the followingfollowing circumstances: (a1) any Any lack of validity or enforceability of such this Agreement, any of the other Loan Documents or any documents or instruments relating to any Letter of Credit; (2) Any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations in respect of any Letter of Credit or any other amendment, modification or waiver of or any consent to or departure from any Letter of Credit, this Agreement any documents or instruments relating thereto, or any other Loan DocumentDocument in each case whether or not any Loan Party or any of its Subsidiaries has notice or knowledge thereof; (b3) the The existence of any claim, counterclaim, setoff, defense or other right that any Borrower Loan Party or any Eligible Affiliate of its Subsidiaries may have at any time against any a beneficiary or named in a Letter of Credit, any transferee of such any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), Administrative Agent, any L/C Issuer Issuing Lender, any Lender, or any other Person, whether in connection with this Agreement, any other Loan Document, any Letter of Credit, the transactions contemplated hereby or by any other related or unrelated transaction or transactions (including any underlying transaction between any Loan Party or any of its Subsidiaries and the beneficiary named in any such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transactionCredit); (c4) any Any draft, demand, certificate or any other document presented under such 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; , any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, telecopier or otherwise, or any loss errors in translation or delay in the transmission or otherwise interpretation of any document required in order to make a drawing under such Letter of Credittechnical terms; (d5) Payment under any payment by the L/C Issuer under such Letter of Credit against presentation of a demand, draft or certificate that or other document which does not strictly comply with the terms of such Letter of Credit; or ; (6) Any defense based upon the failure of any payment made by drawing under any Letter of Credit to conform to the L/C Issuer under terms of such Letter of Credit to (provided that any Person purporting to be a trustee in bankruptcydraft, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver certificate or other representative document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof), any nonapplication or successor to any misapplication by the beneficiary or any transferee of the proceeds of such drawing or any other act or omission of such beneficiary or transferee in connection with such Letter of Credit; (7) The exchange, including release, surrender or impairment of any arising in connection with collateral or other security for the obligations; (8) The occurrence of any proceeding under any Debtor Relief LawDefault or Event of Default; or (e9) any Any other circumstance or happening event whatsoever, whether or not similar to any of the foregoingincluding, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower Loan Party, any of its Subsidiaries or a guarantor. Any action taken or omitted to be taken by an Issuing Lender under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, is binding upon the Loan Parties and their Subsidiaries and shall not create or result in any liability of such Issuing Lender to any Loan Party or any Eligible Affiliate. Each Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will promptly notify such L/C Issuer. Each Borrower shall be conclusively deemed to have waived any such claim against any L/C Issuer and its correspondents unless such notice is given as aforesaidSubsidiaries.

Borrower Obligations Absolute. The obligation obligations of each Borrower under this Subsection 1.1(E) are irrevocable, will remain in full force and effect until Issuing Lender and Lenders have no further obligations to reimburse the applicable L/C Issuer for each drawing make any payments or disbursements under each any circumstances with respect to any Letter of Credit issued by such L/C Issuer for the account of such Borrower and to repay each L/C Borrowing incurred by such Borrower Credit, shall be absoluteabsolute and unconditional, unconditional and irrevocableshall not be subject to counterclaim, setoff or other defense or any other qualification or exception whatsoever and shall be paid strictly in accordance with the terms and conditions of this Agreement under all circumstances, including including, without limitation, any of the followingfollowing circumstances: (a) any Any lack of validity or enforceability of such this Agreement, any of the other Loan Documents or any documents or instruments relating to any Letter of Credit, this Agreement or any other Loan Document; (b) Any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations in respect of any Letter of Credit or any other amendment, modification or waiver of or any consent to or departure from any Letter of Credit, any documents or instruments relating thereto, or any Loan Document in each case whether or not Borrower or its Subsidiaries has notice or knowledge thereof; (c) The existence of any claim, counterclaim, setoff, defense or other right that any Borrower or any Eligible Affiliate its Subsidiaries may have at any time against any a beneficiary or named in a Letter of Credit, any transferee of such any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), Administrative Agent, Issuing Lender, any L/C Issuer Lender or any other Person, whether in connection with this Agreement, any other Loan Document, any Letter of Credit, the transactions contemplated hereby or by any other related or unrelated transaction or transactions (including any underlying transaction between Borrower or its Subsidiaries and the beneficiary named in any such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transactionCredit); (cd) any Any draft, demand, certificate or any other document presented under such 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; , any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, telecopier or otherwise, or any loss errors in translation or delay in the transmission or otherwise interpretation of any document required in order to make a drawing under such Letter of Credittechnical terms; (de) Payment under any payment by the L/C Issuer under such Letter of Credit against presentation of a demand, draft or certificate that or other document which does not strictly comply with the terms of such Letter of Credit; or ; (f) Any defense based upon the failure of any payment made by drawing under any Letter of Credit to conform to the L/C Issuer under terms of such Letter of Credit to (provided that any Person purporting to be a trustee in bankruptcydraft, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver certificate or other representative document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof), any nonapplication or successor to any misapplication by the beneficiary or any transferee of the proceeds of such drawing or any other act or omission of such beneficiary or transferee in connection with such Letter of Credit; (g) The exchange, including release, surrender or impairment of any arising in connection with collateral or other security for the obligations; (h) The occurrence of any proceeding under any Debtor Relief LawDefault or Event of Default; or (ei) any Any other circumstance or happening event whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower or any Eligible Affiliateof its Subsidiaries. Each Any action taken or omitted to be taken by the Issuing Lender under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, is binding upon Borrower and its Subsidiaries and shall promptly examine not create or result in any liability of the Issuing Lender to Borrower or any of its Subsidiaries. It is expressly agreed that, for purposes of determining whether a copy of each wrongful payment under a Letter of Credit and each amendment thereto resulted from the Issuing Lender’s gross negligence or willful misconduct, none of the following shall be deemed to constitute gross negligence or willful misconduct by Issuing Lender: (i) Issuing Lender’s acceptance of documents that is delivered appear on their face to comply with the terms of such Letter of Credit, without responsibility for further investigation, (ii) Issuing Lender’s exclusive reliance on the documents presented to it andunder such Letter of Credit as to any and all matters set forth therein, in including the event amount of any claim draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect (so long as such document appears on its face to comply with the terms of such Letter of Credit), and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever, and (iii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with such Borrower’s instructions or other irregularity, such Borrower will promptly notify such L/C Issuer. Each Borrower shall be conclusively deemed to have waived any such claim against any L/C Issuer and its correspondents unless such notice is given as aforesaidthe terms thereof.

Borrower Obligations Absolute. The obligation obligations of each Borrower under this Subsection 1.1(E) are irrevocable, will remain in full force and effect until the Issuing Lender and Lenders have no further obligations to reimburse the applicable L/C Issuer for each drawing make any payments or disbursements under each any circumstances with respect to any Letter of Credit issued by such L/C Issuer for the account of such Borrower and to repay each L/C Borrowing incurred by such Borrower Credit, shall be absoluteabsolute and unconditional, unconditional and irrevocableshall not be subject to counterclaim, setoff or other defense or any other qualification or exception whatsoever and shall be paid strictly in accordance with the terms and conditions of this Agreement under all circumstances, including including, without limitation, any of the followingfollowing circumstances: (a1) any Any lack of validity or enforceability of such this Agreement, any of the other Loan Documents or any documents or instruments relating to any Letter of Credit; (2) Any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations in respect of any Letter of Credit or any other amendment, modification or waiver of or any consent to or departure from any Letter of Credit, this Agreement any documents or instruments relating thereto, or any other Loan DocumentDocument in each case whether or not Borrower or its Subsidiaries has notice or knowledge thereof; (b3) the The existence of any claim, counterclaim, setoff, defense or other right that any Borrower or any Eligible Affiliate its Subsidiaries may have at any time against any a beneficiary or named in a Letter of Credit, any transferee of such any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), Administrative Agent, any L/C Issuer Issuing Lender, any Lender, or any other Person, whether in connection with this Agreement, any other Loan Document, any Letter of Credit, the transactions contemplated hereby or by any other related or unrelated transaction or transactions (including any underlying transaction between Borrower or its Subsidiaries and the beneficiary named in any such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transactionCredit); (c4) any Any draft, demand, certificate or any other document presented under such 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; , any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, telecopier or otherwise, or any loss errors in translation or delay in the transmission or otherwise interpretation of any document required in order to make a drawing under such Letter of Credittechnical terms; (d5) Payment under any payment by the L/C Issuer under such Letter of Credit against presentation of a demand, draft or certificate that or other document which does not strictly comply with the terms of such Letter of Credit; or ; (6) Any defense based upon the failure of any payment made by drawing under any Letter of Credit to conform to the L/C Issuer under terms of such Letter of Credit to (provided that any Person purporting to be a trustee in bankruptcydraft, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver certificate or other representative document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof), any nonapplication or successor to any misapplication by the beneficiary or any transferee of the proceeds of such drawing or any other act or omission of such beneficiary or transferee in connection with such Letter of Credit; (7) The exchange, including release, surrender or impairment of any arising in connection with collateral or other security for the obligations; (8) The occurrence of any proceeding under any Debtor Relief LawDefault or Event of Default; or (e9) any Any other circumstance or happening event whatsoever, whether or not similar to any of the foregoingincluding, including without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower, any Subsidiary or a guarantor. Any action taken or omitted to be taken by an Issuing Lender under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, is binding upon Borrower and its Subsidiaries and shall not create or result in any liability of such Issuing Lender to Borrower or any Eligible Affiliateof its Subsidiaries. Each Borrower shall promptly examine It is expressly agreed that, for purposes of determining whether a copy of each wrongful payment under a Letter of Credit and each amendment thereto resulted from such Issuing Lender’s gross negligence or willful misconduct, none of the following shall be deemed to constitute gross negligence or willful misconduct by such Issuing Lender: (i) Issuing Lender’s acceptance of documents that is delivered appear on their face to comply with the terms of such Letter of Credit, without responsibility for further investigation, (ii) Issuing Lender’s exclusive reliance on the documents presented to it andunder such Letter of Credit as to any and all matters set forth therein, in including the event amount of any claim draft presented under such Letter of noncompliance Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect (so long as such document appears on its face to comply with the terms of such Borrower’s instructions Letter of Credit), and whether or not any other irregularitystatement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever, such Borrower will promptly notify such L/C Issuer. Each Borrower shall be conclusively deemed to have waived any such claim against any L/C Issuer and its correspondents unless such notice is given as aforesaid.and

Borrower Obligations Absolute. The obligation obligations of each Borrower under this Subsection 1.1(E) are irrevocable, will remain in full force and effect until the Issuing Lender and Revolver Lenders have no further obligations to reimburse the applicable L/C Issuer for each drawing make any payments or disbursements under each any circumstances with respect to any Letter of Credit issued by such L/C Issuer for the account of such Borrower and to repay each L/C Borrowing incurred by such Borrower Credit, shall be absoluteabsolute and unconditional, unconditional and irrevocableshall not be subject to counterclaim, setoff or other defense or any other qualification or exception whatsoever and shall be paid strictly in accordance with the terms and conditions of this Agreement under all circumstances, including including, any of the followingfollowing circumstances: (a) any Any lack of validity or enforceability of such this Agreement, any of the other Loan Documents or any documents or instruments relating to any Letter of Credit, this Agreement or any other Loan Document; (b) Any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations in respect of any Letter of Credit or any other amendment, modification or waiver of or any consent to or departure from any Letter of Credit, any documents or instruments relating thereto, or any Loan Document in each case whether or not any Loan Party or any of its Subsidiaries has notice or knowledge thereof; (c) The existence of any claim, counterclaim, setoff, defense or other right that any Borrower Loan Party or any Eligible Affiliate of its Subsidiaries may have at any time against any a beneficiary or named in a Letter of Credit, any transferee of such any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), Administrative Agent, any L/C Issuer Issuing Lender, any Revolver Lender, or any other Person, whether in connection with this Agreement, any other Loan Document, any Letter of Credit, the transactions contemplated hereby or by any other related or unrelated transaction or transactions (including any underlying transaction between any Loan Party or any of its Subsidiaries and the beneficiary named in any such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transactionCredit); (cd) any Any draft, demand, certificate or any other document presented under such 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; , any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, facsimile or otherwise, or any loss errors in translation or delay in the transmission or otherwise interpretation of any document required in order to make a drawing under such Letter of Credittechnical terms; (de) Payment under any payment by the L/C Issuer under such Letter of Credit against presentation of a demand, draft or certificate that or other document which does not strictly comply with the terms of such Letter of Credit; or ; (f) Any defense based upon the failure of any payment made by drawing under any Letter of Credit to conform to the L/C Issuer under terms of such Letter of Credit to (provided that, any Person purporting to be a trustee in bankruptcydraft, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver certificate or other representative document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof), any nonapplication or successor to any misapplication by the beneficiary or any transferee of the proceeds of such drawing or any other act or omission of such beneficiary or transferee in connection with such Letter of Credit; (g) The exchange, including release, surrender or impairment of any arising in connection with collateral or other security for the obligations; (h) The occurrence of any proceeding under any Debtor Relief LawDefault or Event of Default; or (ei) any Any other circumstance or happening event whatsoever, whether or not similar to any of the foregoingincluding, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower Loan Party, any of its Subsidiaries or a guarantor. Any action taken or omitted to be taken by an Issuing Lender under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, is binding upon the Loan Parties and their Subsidiaries and shall not create or result in any liability of such Issuing Lender to any Loan Party or any Eligible Affiliate. Each Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will promptly notify such L/C Issuer. Each Borrower shall be conclusively deemed to have waived any such claim against any L/C Issuer and its correspondents unless such notice is given as aforesaidSubsidiaries.

Borrower Obligations Absolute. The obligation obligations of each Borrower under this Subsection 1.1(F) are irrevocable, will remain in full force and effect until the Issuing Lender and Lenders have no further obligations to reimburse the applicable L/C Issuer for each drawing make any payments or disbursements under each any circumstances with respect to any Letter of Credit issued by such L/C Issuer for the account of such Borrower and to repay each L/C Borrowing incurred by such Borrower Credit, shall be absoluteabsolute and unconditional, unconditional and irrevocableshall not be subject to counterclaim, setoff or other defense or any other qualification or exception whatsoever and shall be paid strictly in accordance with the terms and conditions of this Agreement under all circumstances, including including, without limitation, any of the followingfollowing circumstances: (a1) any Any lack of validity or enforceability of such this Agreement, any of the other Loan Documents or any documents or instruments relating to any Letter of Credit; (2) Any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations in respect of any Letter of Credit or any other amendment, modification or waiver of or any consent to or departure from any Letter of Credit, this Agreement any documents or instruments relating thereto, or any other Loan DocumentDocument in each case whether or not any Loan Party or any of its Subsidiaries has notice or knowledge thereof; (b3) the The existence of any claim, counterclaim, setoff, defense or other right that any Borrower Loan Party or any Eligible Affiliate of its Subsidiaries may have at any time against any a beneficiary or named in a Letter of Credit, any transferee of such any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), Administrative Agent, any L/C Issuer Issuing Lender, any Lender, or any other Person, whether in connection with this Agreement, any other Loan Document, any Letter of Credit, the transactions contemplated hereby or by any other related or unrelated transaction or transactions (including any underlying transaction between any Loan Party or any of its Subsidiaries and the beneficiary named in any such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transactionCredit); (c4) any Any draft, demand, certificate or any other document presented under such 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; , any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, telecopier or otherwise, or any loss errors in translation or delay in the transmission or otherwise interpretation of any document required in order to make a drawing under such Letter of Credittechnical terms; (d5) Payment under any payment by the L/C Issuer under such Letter of Credit against presentation of a demand, draft or certificate that or other document which does not strictly comply with the terms of such Letter of Credit; or ; (6) Any defense based upon the failure of any payment made by drawing under any Letter of Credit to conform to the L/C Issuer under terms of such Letter of Credit to (provided that any Person purporting to be a trustee in bankruptcydraft, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver certificate or other representative document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof), any nonapplication or successor to any misapplication by the beneficiary or any transferee of the proceeds of such drawing or any other act or omission of such beneficiary or transferee in connection with such Letter of Credit; (7) The exchange, including release, surrender or impairment of any arising in connection with collateral or other security for the obligations; (8) The occurrence of any proceeding under any Debtor Relief LawDefault or Event of Default; or (e9) any Any other circumstance or happening event whatsoever, whether or not similar to any of the foregoingincluding, including without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower Loan Party, any of its Subsidiaries or a guarantor. Any action taken or omitted to be taken by an Issuing Lender under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, is binding upon the Loan Parties and their Subsidiaries and shall not create or result in any liability of such Issuing Lender to any Loan Party or any Eligible Affiliate. Each Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will promptly notify such L/C Issuer. Each Borrower shall be conclusively deemed to have waived any such claim against any L/C Issuer and its correspondents unless such notice is given as aforesaidSubsidiaries.

Borrower Obligations Absolute. The obligation obligations of each the Borrower under this Section 2.1.2 are irrevocable, will remain in full force and effect until the Issuing Lenders and Lenders have no further obligations to reimburse the applicable L/C Issuer for each drawing make any payments or disbursements under each any circumstances with respect to any Letter of Credit issued by such L/C Issuer for the account of such Borrower and to repay each L/C Borrowing incurred by such Borrower Credit, shall be absoluteabsolute and unconditional, unconditional and irrevocableshall not be subject to counterclaim, setoff or other defense or any other qualification or exception whatsoever and shall be paid strictly in accordance with the terms and conditions of this Agreement under all circumstances, including including, any of the followingfollowing circumstances, except where caused by the gross negligence or willful misconduct of such Issuing Lender as determined pursuant to a final non-appealable order of a court of competent jurisdiction: (aA) any Any lack of validity or enforceability of such this Agreement, any of the other Loan Documents or any documents or instruments relating to any Letter of Credit; (B) Any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations in respect of any Letter of Credit or any other amendment, modification or waiver of or any consent to or departure from any Letter of Credit, this Agreement any documents or instruments relating thereto, or any Loan Document in each case whether or not any Loan Party or any Subsidiary of any Loan Party or any other Loan DocumentPerson has notice or knowledge thereof; (bC) the The existence of any claim, counterclaim, setoff, defense or other right that any Borrower Loan Party or any Eligible Affiliate Subsidiary of any Loan Party or any other Person may have at any time against any a beneficiary or named in a Letter of Credit, any transferee of such any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Administrative Agent, any L/C Issuer Issuing Lender, any Lender, or any other Person, whether in connection with this Agreement, any other Loan Document, any Letter of Credit, the transactions contemplated hereby or by any other related or unrelated transaction or transactions (including any underlying transaction between any Loan Party or any Subsidiary of any Loan Party and the beneficiary named in any such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transactionCredit); (cD) any Any draft, demand, certificate or any other document presented under such 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; , any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, facsimile or otherwise, or any loss errors in translation or delay in the transmission or otherwise interpretation of any document required in order to make a drawing under such Letter of Credittechnical terms; (dE) Payment under any payment by the L/C Issuer under such Letter of Credit against presentation of a demand, draft or certificate that or other document which does not strictly comply with the terms of such Letter of Credit; or ; (F) Any defense based upon the failure of any payment made by drawing under any Letter of Credit to conform to the L/C Issuer under terms of such Letter of Credit to (provided, that any Person purporting to be a trustee in bankruptcydraft, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver certificate or other representative document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof), any non-application or successor to any misapplication by the beneficiary or any transferee of the proceeds of such drawing or any other act or omission of such beneficiary or transferee in connection with such Letter of Credit; (G) The exchange, including release, surrender or impairment of any arising in connection with collateral or other security for the obligations; (H) The occurrence of any proceeding under any Debtor Relief LawDefault or Event of Default; or (eI) any Any other circumstance or happening event whatsoever, whether or not similar to any of the foregoingincluding, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower Loan Party, any Subsidiary of any Loan Party or any Eligible Affiliateguarantor or other surety. Each Borrower shall promptly examine a copy of each Any action taken or omitted to be taken by an Issuing Lender under or in connection with any Letter of Credit and each amendment thereto that is delivered to it andCredit, if taken or omitted in the event absence of gross negligence or willful misconduct, is binding upon the Loan Parties and their Subsidiaries and shall not create or result in any liability of such Issuing Lender to any Loan Party or any Subsidiary of any claim of noncompliance with such Borrower’s instructions Loan Party or any other irregularity, such Borrower will promptly notify such L/C Issuer. Each Borrower shall be conclusively deemed to have waived any such claim against any L/C Issuer and its correspondents unless such notice is given as aforesaidPerson.

Borrower Obligations Absolute. The obligation obligations of each ----------------------------- Borrower under this Subsection 1.1(C) are irrevocable, will remain in full force and effect until CoBank has no further obligations to reimburse the applicable L/C Issuer for each drawing make any payments or disbursements under each any circumstances with respect to any Letter of Credit issued by such L/C Issuer for the account of such Borrower and to repay each L/C Borrowing incurred by such Borrower Credit, shall be absoluteabsolute and unconditional, unconditional and irrevocableshall not be subject to counterclaim, setoff or other defense or any other qualification or exception whatsoever and shall be paid strictly in accordance with the terms and conditions of this Agreement under all circumstances, including including, without limitation, any of the followingfollowing circumstances: (a) any Any lack of validity or enforceability of such this Agreement, any of the other Loan Documents or any documents or instruments relating to any Letter of Credit, this Agreement or any other Loan Document; (b) Any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations in respect of any Letter of Credit or any other amendment, modification or waiver of or any consent to or departure from any Letter of Credit, any documents or instruments relating thereto, or any Loan Document in each case whether or not Borrower or its Subsidiaries has notice or knowledge thereof; (c) The existence of any claim, counterclaim, setoff, defense or other right that any Borrower or any Eligible Affiliate its Subsidiaries may have at any time against any a beneficiary or named in a Letter of Credit, any transferee of such any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any L/C Issuer CoBank or any other Person, whether in connection with this Agreement, any other Loan Document, any Letter of Credit, the transactions contemplated hereby or by any other related or unrelated transaction or transactions (including any underlying transaction between Borrower or its Subsidiaries and the beneficiary named in any such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transactionCredit); (cd) any Any draft, demand, certificate or any other document presented under such 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; , any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, telecopier or otherwise, or any loss errors in translation or delay in the transmission or otherwise interpretation of any document required in order to make a drawing under such Letter of Credittechnical terms; (de) Payment under any payment by the L/C Issuer under such Letter of Credit against presentation of a demand, draft or certificate that or other document which does not strictly comply with the terms of such Letter of Credit; or ; (f) Any defense based upon the failure of any payment made by drawing under any Letter of Credit to conform to the L/C Issuer under terms of such Letter of Credit to (provided that any Person purporting to be a trustee in bankruptcydraft, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver certificate or other representative document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof), any nonapplication or successor to any misapplication by the beneficiary or any transferee of the proceeds of such drawing or any other act or omission of such beneficiary or transferee in connection with such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or; (eg) The exchange, release, surrender or impairment of any collateral or other security for the obligations; (h) The occurrence of any Default or Event of Default; or Credit Agreement/SureWest Communications (i) Any other circumstance or happening event whatsoever, whether or not similar to any of the foregoingincluding, including without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower or any Eligible AffiliateSubsidiary. Each Any action taken or omitted to be taken by CoBank under or in connection with any Letter of Credit, if taken or omitted in the absence of negligence or willful misconduct, is binding upon Borrower and its Subsidiaries and shall promptly examine not create or result in any liability of CoBank to Borrower or any of its Subsidiaries. It is expressly agreed that, for purposes of determining whether a copy of each wrongful payment under a Letter of Credit and each amendment thereto resulted from CoBank's negligence or willful misconduct, none of the following shall be deemed to constitute negligence or willful misconduct by CoBank: (i) CoBank's acceptance of documents that is delivered appear on their face to comply with the terms of such Letter of Credit, without responsibility for further investigation, (ii) CoBank's exclusive reliance on the documents presented to it andunder such Letter of Credit as to any and all matters set forth therein, in including the event amount of any claim draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect (so long as such document appears on its face to comply with the terms of such Letter of Credit), and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever, and (iii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with such Borrower’s instructions or other irregularity, such Borrower will promptly notify such L/C Issuer. Each Borrower shall be conclusively deemed to have waived any such claim against any L/C Issuer and its correspondents unless such notice is given as aforesaidthe terms thereof.

Borrower Obligations Absolute. The obligation obligations of each the Borrower under this Section 2.1.2 are irrevocable, will remain in full force and effect until the Issuing Lenders and Lenders have no further obligations to reimburse the applicable L/C Issuer for each drawing make any payments or disbursements under each any circumstances with respect to any Letter of Credit issued by such L/C Issuer for the account of such Borrower and to repay each L/C Borrowing incurred by such Borrower Credit, shall be absoluteabsolute and unconditional, unconditional and irrevocableshall not be subject to counterclaim, setoff or other defense or any other qualification or exception whatsoever and shall be paid strictly in accordance with the terms and conditions of this Agreement under all circumstances, including including, any of the followingfollowing circumstances, except where caused by the gross negligence or willful misconduct of such Issuing Lender as determined pursuant to a final non-appealable order of a court of competent jurisdiction: (aA) any Any lack of validity or enforceability of such this Agreement, any of the other Loan Documents or any documents or instruments relating to any Letter of Credit; (B) Any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations in respect of any Letter of Credit or any other amendment, modification or waiver of or any consent to or departure from any Letter of Credit, this Agreement any documents or instruments relating thereto, or any Loan Document in each case whether or not any Loan Party or any Subsidiary of any Loan Party or any other Loan DocumentPerson has notice or knowledge thereof; (bC) the The existence of any claim, counterclaim, setoff, defense or other right that any Borrower Loan Party or any Eligible Affiliate Subsidiary of any Loan Party or any other Person may have at any time against any a beneficiary or named in a Letter of Credit, any transferee of such any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Administrative Agent, any L/C Issuer Issuing Lender, any Lender, or any other Person, whether in connection with this Agreement, any other Loan Document, any Letter of Credit, the transactions contemplated hereby or by any other related or unrelated transaction or transactions (including any underlying transaction between any Loan Party or any Subsidiary of any Loan Party and the beneficiary named in any such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transactionCredit); (cD) any Any draft, demand, certificate or any other document presented under such 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; , any errors, omissions, interruptions or delays in 46267678.11 transmission or delivery of any messages, by mail, facsimile or otherwise, or any loss errors in translation or delay in the transmission or otherwise interpretation of any document required in order to make a drawing under such Letter of Credittechnical terms; (dE) Payment under any payment by the L/C Issuer under such Letter of Credit against presentation of a demand, draft or certificate that or other document which does not strictly comply with the terms of such Letter of Credit; or ; (F) Any defense based upon the failure of any payment made by drawing under any Letter of Credit to conform to the L/C Issuer under terms of such Letter of Credit to (provided, that any Person purporting to be a trustee in bankruptcydraft, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver certificate or other representative document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof), any non-application or successor to any misapplication by the beneficiary or any transferee of the proceeds of such drawing or any other act or omission of such beneficiary or transferee in connection with such Letter of Credit; (G) The exchange, including release, surrender or impairment of any arising in connection with collateral or other security for the obligations; (H) The occurrence of any proceeding under any Debtor Relief LawDefault or Event of Default; or (eI) any Any other circumstance or happening event whatsoever, whether or not similar to any of the foregoingincluding, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower Loan Party, any Subsidiary of any Loan Party or any Eligible Affiliateguarantor or other surety. Each Borrower shall promptly examine a copy of each Any action taken or omitted to be taken by an Issuing Lender under or in connection with any Letter of Credit and each amendment thereto that is delivered to it andCredit, if taken or omitted in the event absence of gross negligence or willful misconduct, is binding upon the Loan Parties and their Subsidiaries and shall not create or result in any liability of such Issuing Lender to any Loan Party or any Subsidiary of any claim of noncompliance with such Borrower’s instructions Loan Party or any other irregularity, such Borrower will promptly notify such L/C Issuer. Each Borrower shall be conclusively deemed to have waived any such claim against any L/C Issuer and its correspondents unless such notice is given as aforesaidPerson.