Common use of Obligations Absolute Clause in Contracts

Obligations Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the gross negligence or willful misconduct of such Issuing Lender. The Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Except to the extent expressly otherwise provided below, the Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, that such Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the gross negligence or willful misconduct of such Issuing LenderLender as determined in a final, non-appealable judgment by a court of competent jurisdiction. The Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in except to the absence of extent constituting gross negligence or willful misconductmisconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset off, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, misconduct shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the Borrower. The responsibility of the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations of the Borrower and any relevant Subsidiary Borrower under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower or such Subsidiary Borrower, as the case may be, may have or have had against any the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower and each relevant Subsidiary Borrower also agrees with each the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such that the Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 of the Borrower and any relevant Subsidiary Borrower shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower or such Subsidiary Borrower, as the case may be, and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower or such Subsidiary, as the case may be, against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such the Issuing Lender. The Borrower and each relevant Subsidiary Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower or such Subsidiary Borrower and shall not result in any liability of such the Issuing Lender to the Borrower or such Subsidiary Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Each Borrower’s obligations under this Section 3 2.16 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the which such Borrower may have against the LC Issuer, any Lender or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other PersonFacility LC. The Each Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender the LC Issuer and the Lenders that the LC Issuer and the Lenders shall not be responsible for, and the such Borrower’s Reimbursement Obligations under Section 3.5 Obligation in respect of any Facility LC issued for its account shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though if such documents shall should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among such Borrower, any of its Affiliates, the Borrower and any beneficiary of any Letter of Credit Facility LC or any financing institution or other party to which such Letter of Credit whom any Facility LC may be transferred or any claims or defenses whatsoever of such Borrower or of any of its Affiliates against the Borrower against any beneficiary of such Letter of Credit any Facility LC or any such transferee. No Issuing Lender The LC Issuer shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the gross negligence or willful misconduct of such Issuing LenderFacility LC. The Each Borrower agrees that any action taken or omitted by an Issuing the LC Issuer or any Lender under or in connection with any Letter Facility LC issued for the account of Credit or such Borrower and the related drafts or and documents, if done in the absence of without gross negligence or willful misconduct, shall be binding on the upon such Borrower and shall not result in put the LC Issuer or any Lender under any liability to such Borrower. Nothing in this Section 2.16.7 is intended to limit the right of such Issuing Lender any Borrower to make a claim against the LC Issuer for damages as contemplated by the proviso to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct first sentence of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of CreditSection 2.16.6.

Obligations Absolute. The Borrower’s obligations under this Section 3 2.16 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that which the Borrower may have against the LC Issuer, any Lender or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other PersonFacility LC. The Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender the LC Issuer and the Lenders that the LC Issuer and the Lenders shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 in respect of any Facility LC shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though if such documents shall should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower and Borrower, any of its Affiliates, the beneficiary of any Letter of Credit Facility LC or any financing institution or other party to which such Letter of Credit whom any Facility LC may be transferred or any claims or defenses whatsoever of the Borrower or of any of its Affiliates against any the beneficiary of such Letter of Credit any Facility LC or any such transferee. No Issuing Lender The LC Issuer shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the gross negligence or willful misconduct of such Issuing LenderFacility LC. The Borrower agrees that any action taken or omitted by an Issuing the LC Issuer or any Lender under or in connection with any Letter of Credit or Facility LC and the related drafts or and documents, if done in the absence of without gross negligence or willful misconduct, shall be binding on upon the Borrower and shall not result in put the LC Issuer or any Lender under any liability of such Issuing Lender to the Borrower; provided that . Nothing in this Section 2.16.7 is intended to limit the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by right of the Borrower to make a claim against the extent caused LC Issuer for damages as contemplated by (i) the gross negligence or willful misconduct proviso to the first sentence of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of CreditSection 2.16.6.

Obligations Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person; provided, however, that nothing in this Section 3.6 shall constitute a waiver of any remedies of the Borrower in connection with the Letters of Credit. The Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, that such Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Lender. The Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s 's obligations under this Section 3 Article III (including without limitation the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other PersonCredit. The Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such that no Issuing Lender shall not be responsible for, and the Borrower’s 's Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the caused by such Issuing Lender's gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees that any action taken or omitted by an any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York, shall be binding on the Borrower and shall not result in any liability of such any Issuing Lender to the Borrower; provided that . The responsibility of each Issuing Lender to the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Each Borrower’s obligations under this Section 3 5 shall be absolute absolute, unconditional and unconditional irrevocable, and shall be performed strictly in accordance with the terms of this Credit Agreement under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the such Borrower may have or have had against any the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Each Borrower also agrees with each the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such that the Issuing Lender shall not be responsible for, and the relevant Borrower’s Reimbursement Obligations under Section 3.5 5.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the any Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Administrative Agent, the Lenders, the Issuing Lender and/or its Affiliates, their respective officers, directors, employees, representatives and agents shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of CreditCredit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Lender, except for errors or omissions resulting found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such the Issuing Lender. The Each Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit issued for such Borrower’s account or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, documents shall be binding on the such Borrower and shall not result in any liability of such the Issuing Lender to the Borrower; provided such Borrower unless a court of competent jurisdiction determines that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the such action constitutes gross negligence or willful misconduct on the part of such the Issuing Lender. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Lender may, in determining whether a request presented under its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any Letter of Credit issued by it complied notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Each Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that the which such Borrower may have or have had against any the Issuing Lender, any Several Issuing Lender or any beneficiary of a Letter of Credit or any other Person. The Each Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such that the Issuing Lender, such the Several Issuing Lender Lenders and the L/C Participants shall not be responsible for, and the any Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the any Borrower against any beneficiary of such Letter of Credit or any such transferee. No Neither the Issuing Lender nor any Several Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Each Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, misconduct shall be binding on the such Borrower and shall not result in any liability of the Issuing Lender or any L/C Participant to such Borrower. The responsibility of the Issuing Lender and any Several Issuing Lender to the Borrower; provided that the applicable Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Each Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the such Borrower may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Each Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such that the Issuing Lender shall not be responsible for, and the such Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, (i) the validity validity, enforceability or genuineness of documents any draft, demand, certificate or other document or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, (ii) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit, (iii) any dispute between or among the any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims claim, counterclaim, setoff, defense or other right whatsoever of the any Borrower against any beneficiary of such Letter of Credit or any such transfereetransferee or (iv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such the Issuing Lender. The Each Borrower agrees that any action taken or omitted by an any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, as determined by a final nonappealable decision by a court of competent jurisdiction, shall be binding on the Borrower Borrowers and shall not result in any liability of such any Issuing Lender to the any Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that which the Borrower may have or have had against any Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that no Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender nor any L/C Participant shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the applicable Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an the applicable Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, misconduct shall be binding on the Borrower and shall not result in any liability of such Issuing Lender or any L/C Participant to the Borrower; provided that . The responsibility of the applicable Issuing Lender to the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s 's obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s 's Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender's gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the Borrower. The responsibility of the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset off, counterclaim or defense to payment that which the Borrower may have or have had against any the applicable Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the applicable Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of CreditCredit issued by it, except for errors or omissions resulting from the caused by such Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an any Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, misconduct shall be binding on the Borrower and shall not result in any liability of such Issuing Lender or any L/C Participant to the Borrower; provided that . The responsibility of any Issuing Lender to the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by to it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence in failing presentment substantially conforms to pay the requirements under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 2.16 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that which the Borrower may have or have had against any Issuing LenderLC Issuer, any Lender or any beneficiary of a Letter of Credit or any other PersonFacility LC. The Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender the LC Issuers and the Lenders that the LC Issuers and the Lenders shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 in respect of any Facility LC shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though if such documents shall should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower and Borrower, any of its Affiliates, the beneficiary of any Letter of Credit Facility LC or any financing institution or other party to which such Letter of Credit whom any Facility LC may be transferred or any claims or defenses whatsoever of the Borrower or of any of its Affiliates against any the beneficiary of such Letter of Credit any Facility LC or any such transferee. No Issuing Lender LC Issuer shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the gross negligence or willful misconduct of such Issuing LenderFacility LC. The Borrower agrees that any action taken or omitted by an Issuing any LC Issuer or any Lender under or in connection with any Letter of Credit or Facility LC and the related drafts or and documents, if done in the absence of without gross negligence or willful misconduct, shall be binding on upon the Borrower and shall not result in put the applicable LC Issuer or any Lender under any liability of such Issuing Lender to the Borrower; provided that . Nothing in this Section 2.16.7 is intended to limit the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by right of the Borrower to make a claim against an LC Issuer for damages as contemplated by the extent caused by (i) proviso to the gross negligence or willful misconduct first sentence of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of CreditSection 2.16.6.

Obligations Absolute. The Borrower’s Revolving Borrowers’ obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower Borrowers may have or have had against any the Issuing LenderLenders, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees Person (it being understood that this provision shall not preclude the ability of the Borrowers to bring any claim for damages against any such Person who has acted with each Issuing Lender that, absent gross negligence or willful misconduct misconduct, as determined in a final and non-appealable decision of such a court of competent jurisdiction). The Borrowers also agree with the Issuing Lender, such Lenders that the Issuing Lender Lenders shall not be responsible for, and the Borrower’s Revolving Borrowers’ Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower Revolving Borrowers and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower Revolving Borrowers against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender Lenders shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such the Issuing LenderLenders. The Borrower agrees Revolving Borrowers agree that any action taken or omitted by an the Issuing Lender Lenders under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct (as determined in a final and non-appealable decision of a court of competent jurisdiction), shall be binding on the Borrower Revolving Borrowers and shall not result in any liability of such the Issuing Lender Lenders to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of CreditRevolving Borrowers.

Obligations Absolute. The Borrower’s obligations under this Section 3 3.9 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any an Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each the Issuing Lender that, absent gross negligence or willful misconduct of such Lenders that the Issuing Lenders and any Issuing Lender, such Issuing Lender ’s Agent Related Parties shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 3.9 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender or any Agent Related Party of any Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors errors, omissions, interruptions or omissions resulting delays found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing LenderLender or its Agent Related Parties, as applicable. The Borrower agrees parties hereto agree that any action taken or omitted by an Issuing Lender or its Agent Related Parties under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of their respective gross negligence or willful misconductmisconduct (as determined by a final and nonappealable decision of a court of competent jurisdiction), shall be binding on the Borrower and the parties hereto and shall not result in any liability of such Issuing Lender or its Agent Related Parties to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. (a) The Borrower’s 's obligations under this Section 3 subsection 3.5(a) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, any L/C Participant or any beneficiary of a Letter of Credit or any other Person. Credit. (b) The Borrower also agrees with each the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such that the Issuing Lender shall not be responsible for, and the Borrower’s 's Reimbursement Obligations under Section 3.5 subsection 3.5 (a) shall not be affected by, among other things, (i) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forgedforged (unless the Issuing Lender has knowledge of such invalidity, fraud or forgery), (ii) any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred transferred, or (iii) any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No . (c) Neither the Issuing Lender nor any L/C Participant shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender's gross negligence or willful misconduct of such Issuing Lender. misconduct. (d) The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations of the Borrower and any relevant Subsidiary Borrower under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower or such Subsidiary Borrower, as the case may be, may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower and each relevant Subsidiary Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, that such Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 of the Borrower and any relevant Subsidiary Borrower shall not be affected by, among other things, (i) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or (ii) any dispute between or among the Borrower or such Subsidiary Borrower, as the case may be, and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower or such Subsidiary, as the case may be, against any beneficiary of such Letter of Credit or any such transferee, (iii) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan document, (iv) waiver by the Issuing Lender of any requirement that exists for the Issuing Lender’s protection and not the protection of the Borrower or Subsidiary Borrower or any waiver by the Issuing Lender which does not in fact materially prejudice the Borrower or Subsidiary Borrower, (v) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft, (vi) any payment made by the Issuing Lender in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized by the UCC, the ISP, or the UCP as applicable, (vii) any payment by the Issuing Lender 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 Issuing Lender 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 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, (viii) any adverse change in the relevant exchange rates or in the availability of the relevant alternative currency to the Borrower or Subsidiary Borrower or in the relevant currency markets generally or (ix) 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, the Borrower or any Subsidiary Borrower. The Borrower or Subsidiary 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 the Borrower’s instructions or other irregularity, the Borrowers will immediately notify the Issuing Lender. The Borrower and Subsidiary Borrowers shall be conclusively deemed to have waived any such claim against the Issuing Lender and its correspondents unless such notice is given as aforesaid. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Lender. The Borrower and each relevant Subsidiary Borrower agrees that any action taken or omitted by an any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower or such Subsidiary Borrower and shall not result in any liability of such Issuing Lender to the Borrower or such Subsidiary Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Each Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the such Borrower may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Each Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such that each Issuing Lender shall not be responsible for, and the such Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the such Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the such Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit. Notwithstanding the foregoing, except each Issuing Lender shall be responsible to the relevant Borrower or Borrowers for errors or omissions resulting arising from the such Issuing Lender’s own gross negligence or willful misconduct in connection with its issuance or administration of the payment or non-payment made under or in connection with any Letter of Credit issued by such Issuing Lender. The Lender or the related drafts or documents; provided that, each Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in good faith in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care (the “Standards of Care”) specified in the Customs and Practice for Documentary Credits, as published from time to time by the International Chamber of Commerce, shall be binding on the such Borrower and shall not result in any liability of such Issuing Lender to the such Borrower; provided . It is agreed that the Borrower nothing in this paragraph shall not be precluded relieve any Issuing Lender or any L/C Participant of any liability resulting from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of CreditL/C Participant.

Obligations Absolute. The Borrower’s obligations under this Section 3 2.19 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that which the Borrower may have or have had against any Issuing LenderLC Issuer, any Revolving Lender or any beneficiary of a Letter of Credit or any other PersonFacility LC. The Borrower also further agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender the LC Issuers and the Revolving Lenders that the LC Issuers and the Revolving Lenders shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 Obligation in respect of any Facility LC shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though if such documents shall should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower and Borrower, any of its Affiliates, the beneficiary of any Letter of Credit Facility LC or any financing institution or other party to which such Letter of Credit whom any Facility LC may be transferred or any claims or defenses whatsoever of the Borrower or of any of its Affiliates against any the beneficiary of such Letter of Credit any Facility LC or any such transferee. No Issuing Lender LC Issuer shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter Facility LC other than any such error, omission, interruption or delay in transmission, dispatch or delivery arising out of Credit, except for errors or omissions resulting from the gross negligence or willful misconduct of such Issuing LenderLC Issuer as determined in a final, non-appealable judgment by a court of competent jurisdiction. The Borrower agrees that any action taken or omitted by an Issuing any LC Issuer or any Revolving Lender under or in connection with any Letter of Credit or each Facility LC and the related drafts or and documents, if done in the absence of without gross negligence or willful misconduct, shall be binding on upon the Borrower and shall not result in put any LC Issuer or any Revolving Lender under any liability of such Issuing Lender to the Borrower; provided that . Nothing in this Section 2.19(g) is intended to limit the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by right of the Borrower to make a claim against any LC Issuer for damages as contemplated by the extent caused by (i) proviso to the gross negligence or willful misconduct first sentence of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of CreditSection 2.19(f).

Obligations Absolute. The Borrower’s obligations under this Section 3 Article III (including the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset off, counterclaim or defense to payment that which the Borrower may have or have had against any the applicable Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the applicable Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of CreditCredit issued by it, except for errors or omissions resulting from the caused by such Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an any Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence negligence, willful misconduct or willful misconduct, a material breach in bad faith of its obligations under the Loan Documents shall be binding on the Borrower and shall not result in any liability of such Issuing Lender or any L/C Participant to the Borrower; provided that . The responsibility of any Issuing Lender to the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by to it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence in failing presentment substantially conforms to pay the requirements under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s and each applicable Foreign Subsidiary Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower or any relevant Foreign Subsidiary Borrower may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower and each relevant Foreign Subsidiary Borrower also agrees agree with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such that no Issuing Lender shall not be responsible for, and the Borrower’s and each applicable Foreign Subsidiary Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower or any relevant Foreign Subsidiary Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower any relevant Foreign Subsidiary Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Lender. The Borrower agrees and each relevant Foreign Subsidiary Borrower agree that any action taken or omitted by an any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower or each relevant Foreign Subsidiary Borrower and shall not result in any liability of such any Issuing Lender to the Borrower and each relevant Foreign Subsidiary Borrower; provided that . Nothing herein shall be deemed to limit the rights of the Borrower shall not be precluded from asserting or any claim Foreign Subsidiary Borrower against the Issuing Lender for direct (but not consequential) damages suffered any actions or inactions taken by the Borrower Issuing Lender that are found by a final and non-appealable decision of a court of competent jurisdiction to the extent caused by (i) have resulted from the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 4 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any the Issuing Lender, any L/C Participant, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such and the L/C Participants that the Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 subsection 4.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender and the L/C Participants shall not be liable for for, and the Borrower’s Reimbursement Obligations under subsection 4.5 shall not be affected by, any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such the Issuing Lender. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. (a) The Borrower’s applicable Loan Parties’ obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that the Borrower which any of them may have or have had against any the Issuing Lender, any L/C Participant or any beneficiary of a Letter of Credit Credit; provided that this paragraph shall not relieve the Issuing Lender or any other Person. The Borrower also agrees with each Issuing Lender that, absent L/C Participant of any liability resulting from the gross negligence or willful misconduct of the Issuing Lender or such L/C Participant, or otherwise affect any defense or other right that the Loan Parties may have as a result of any such gross negligence or willful misconduct. (b) Each Borrower agrees with each Issuing Lender, Lender that such Issuing Lender shall not be responsible for, and the Borrower’s Borrowers’ Reimbursement Obligations under Section 3.5 subsection 3.5(a) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the any Borrower against any beneficiary of such Letter of Credit or any such transferee. No ; provided that this paragraph shall not relieve the Issuing Lender or any L/C Participant of any liability resulting from the gross negligence or willful misconduct of the Issuing Lender or such L/C Participant, or otherwise affect any defense or other right that the Loan Parties may have as a result of any such gross negligence or willful misconduct. (c) Neither the Issuing Lender nor any L/C Participant shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for with respect to errors or omissions resulting from the caused by such Person’s gross negligence or willful misconduct of such Issuing Lender. The misconduct. (d) Each Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the UCC or other applicable law, shall be binding on the such Borrower and shall not result in any liability of such Issuing Lender or any L/C Participant to the any such Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, misconduct shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the Borrower. The responsibility of the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s 's obligations under this Section 3 Article III (including without limitation the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s 's Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender's gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the Borrower. The responsibility of the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such that the Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, (i) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or (ii) any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee, or (iii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower's obligations hereunder. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such the Issuing Lender. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s 's obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that which the Borrower may have or have had against any Issuing Lender (except to the extent resulting from the gross negligence or willful misconduct of such Issuing Lender), any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct subject to the last sentence of such Issuing Lenderthis Section 3.6, such no Issuing Lender shall not be responsible for, and the Borrower’s 's Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors errors, omissions or omissions resulting delays in transmission found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing Lender that issued such Issuing LenderLetter of Credit. The Borrower agrees that any action taken or omitted by an any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards or care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of such any Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 2.16 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that which the Borrower may have or have had against any Issuing LenderLC Issuer, any Lender or any beneficiary of a Letter of Credit or any other PersonFacility LC. The Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender the LC Issuers and the Lenders that the LC Issuers and the Lenders shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 in respect of any Facility LC shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though if such documents shall should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower and Borrower, any of its Affiliates, the beneficiary of any Letter of Credit Facility LC or any financing institution or other party to which such Letter of Credit whom any Facility LC may be transferred or any claims or defenses whatsoever of the Borrower or of any of its Affiliates against any the beneficiary of such Letter of Credit any Facility LC or any such transferee. No Issuing Lender LC Issuer shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the gross negligence or willful misconduct of such Issuing LenderFacility LC. The Borrower agrees that any action taken or omitted by an Issuing any LC Issuer or any Lender under or in connection with any Letter of Credit or Facility LC and the related drafts or and documents, if done in the absence of without gross negligence or willful misconductmisconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction), shall be binding on upon the Borrower and shall not result in put the applicable LC Issuer or any Lender under any liability of such Issuing Lender to the Borrower; provided that . Nothing in this Section 2.16.7 is intended to limit the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by right of the Borrower to make a claim against an LC Issuer for damages as contemplated by the extent caused by (i) proviso to the gross negligence or willful misconduct first sentence of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of CreditSection 2.16.6.

Obligations Absolute. The Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligations) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset off, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the Borrower. The responsibility of the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. (a) The Borrower’s applicable Loan Parties’ obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that the Borrower which any of them may have or have had against any the Issuing Lender, any L/C Participant or any beneficiary of a Letter of Credit Credit; provided that this paragraph shall not relieve the Issuing Lender or any other Person. The Borrower also agrees with each Issuing Lender that, absent L/C Participant of any liability resulting from the gross negligence or willful misconduct of the Issuing Lender or such L/C Participant, or otherwise affect any defense or other right that the Loan Parties may have as a result of any such gross negligence or willful misconduct. (b) Each Borrower agrees with each Issuing Lender, Lender that such Issuing Lender shall not be responsible for, and the Borrower’s Borrowers’ Reimbursement Obligations under Section 3.5 subsection 3.5(a) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the any Borrower against any beneficiary of such Letter of Credit or any such transferee. No ; provided that this paragraph shall not relieve the Issuing Lender or any L/C Participant of any liability resulting from the gross negligence or willful misconduct of the Issuing Lender or such L/C Participant, or otherwise affect any defense or other right that the Loan Parties may have as a result of any such gross negligence or willful misconduct. (c) Neither the Issuing Lender nor any L/C Participant shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for with respect to errors or omissions resulting from the caused by such Person’s gross negligence or willful misconduct of such Issuing Lender. The misconduct. (d) Each Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the UCC, shall be binding on the such Borrower and shall not result in any liability of such Issuing Lender or any L/C Participant to the any such Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 2.15 (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 2.15(e) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of CreditCredit issued by it, except for errors or omissions resulting from caused by the Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, misconduct shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the Borrower. The responsibility of the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by to it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence in failing presentment substantially conforms to pay the requirements under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender’s gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the Borrower. The responsibility of the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 Article III (including the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset off, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender’s gross negligence negligence, bad faith or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence negligence, bad faith or willful misconduct, misconduct shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the Borrower. The responsibility of the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s 's obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that no Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender nor any L/C Participant shall not be responsible for, and the Borrower’s 's Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the applicable Issuing Lender's gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an the applicable Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, misconduct shall be binding on the Borrower and shall not result in any liability of such Issuing Lender or any L/C Participant to the Borrower; provided that . The responsibility of the applicable Issuing Lender to the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 2.19 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that which the Borrower may have or have had against any Issuing LenderLC Issuer, any Lender or any beneficiary of a Letter of Credit or any other PersonFacility LC. The Borrower also further agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender the LC Issuers and the Revolving Lenders that the LC Issuers and the Revolving Lenders shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 Obligation in respect of any Facility LC shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though if such documents shall should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower and Borrower, any of its Affiliates, the beneficiary of any Letter of Credit Facility LC or any financing institution or other party to which such Letter of Credit whom any Facility LC may be transferred or any claims or defenses whatsoever of the Borrower or of any of its Affiliates against any the beneficiary of such Letter of Credit any Facility LC or any such transferee. No Issuing Lender The LC Issuers shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the gross negligence or willful misconduct of such Issuing LenderFacility LC. The Borrower agrees that any action taken or omitted by an Issuing any LC Issuer or any Revolving Lender under or in connection with any Letter of Credit or each Facility LC and the related drafts or and documents, if done in the absence of without gross negligence or willful misconduct, shall be binding on upon the Borrower and shall not result in put any LC Issuer or any Revolving Lender under any liability of such Issuing Lender to the Borrower; provided that . Nothing in this Section 2.19(g) is intended to limit the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by right of the Borrower to make a claim against an LC Issuer for damages as contemplated by the extent caused by (i) proviso to the gross negligence or willful misconduct first sentence of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of CreditSection 2.19(f).

Obligations Absolute. The Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that no Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender nor any L/C Participant shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the applicable Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an the applicable Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, misconduct shall be binding on the Borrower and shall not result in any liability of such Issuing Lender or any L/C Participant to the Borrower; provided that . The responsibility of the applicable Issuing Lender to the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s 's obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that which the Borrower may have or have had against any Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that no Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender nor any L/C Participant shall not be responsible for, and the Borrower’s 's Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the applicable Issuing Lender's gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an the applicable Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, misconduct shall be binding on the Borrower and shall not result in any liability of such Issuing Lender or any L/C Participant to the Borrower; provided that . The responsibility of the applicable Issuing Lender to the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 2.24 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that which the Borrower may have or have had against any Issuing LenderLC Issuer, any Revolving Lender or any beneficiary of a Letter of Credit or any other PersonFacility LC. The Borrower also further agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender the LC Issuers and the Revolving Lenders that the LC Issuers and the Revolving Lenders shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 Obligation in respect of any Facility LC shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though if such documents shall should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower and Borrower, any of its Affiliates, the beneficiary of any Letter of Credit Facility LC or any financing institution or other party to which such Letter of Credit whom any Facility LC may be transferred or any claims or defenses whatsoever of the Borrower or of any of its Affiliates against any the beneficiary of such Letter of Credit any Facility LC or any such transferee. No Issuing Lender LC Issuer shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the gross negligence or willful misconduct of such Issuing LenderFacility LC. The Borrower agrees that any action taken or omitted by an Issuing any LC Issuer or any Revolving Lender under or in connection with any Letter of Credit or each Facility LC and the related drafts or and documents, if done in the absence of without gross negligence or willful misconductmisconduct as determined in a final non-appealable judgment by a court of competent jurisdiction, shall be binding on upon the Borrower and shall not result in put any LC Issuer or any Revolving Lender under any liability of such Issuing Lender to the Borrower; provided that . Nothing in this Section 2.24.7 is intended to limit the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by right of the Borrower to make a claim against any LC Issuer for damages as contemplated by the extent caused by (i) proviso to the gross negligence or willful misconduct first sentence of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of CreditSection 2.24.6.

Obligations Absolute. (i) The Borrower’s obligations under this Section 3 subsection 2.7 shall be absolute absolute, unconditional and unconditional irrevocable under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that the Borrower which any of them may have or have had against any Issuing LenderBank, any L/C Participant or any beneficiary of a Letter of Credit Credit; provided that this paragraph shall not relieve any Issuing Bank or any other Person. The Borrower also agrees with each Issuing Lender that, absent L/C Participant of any liability resulting from the gross negligence or willful misconduct of such Issuing LenderBank or such L/C Participant, or otherwise affect any defense or other right that the Loan Parties may have as a result of any such gross negligence or willful misconduct. (ii) The Borrower agrees with each Issuing Bank that such Issuing Lender Bank shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 subsection 2.7(e)(i) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No ; provided that this paragraph shall not relieve any Issuing Lender Bank or any L/C Participant of any liability resulting from the gross negligence or willful misconduct of such Issuing Bank or such L/C Participant, or otherwise affect any defense or other right that the Loan Parties may have as a result of any such gross negligence or willful misconduct. (iii) Neither any Issuing Bank nor any L/C Participant shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for with respect to errors or omissions resulting from the gross negligence or willful misconduct of caused by such Issuing Lender. The Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of Person’s gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, misconduct shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the Borrower. The responsibility of the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 Article III (including without limitation the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other PersonCredit. The Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such that no Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the caused by such Issuing Lender’s gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees that any action taken or omitted by an any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York, shall be binding on the Borrower and shall not result in any liability of such any Issuing Lender to the Borrower; provided that . The responsibility of each Issuing Lender to the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s 's obligations under this Section 3 Article III (including without limitation the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other PersonCredit. The Borrower also agrees with each the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such that the Issuing Lender shall not be responsible for, and the Borrower’s 's Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the a Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender's gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the Uniform Customs and, to the extent not inconsistent therewith, the UCC shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender to the Borrower; provided that . The responsibility of the Issuing Lender to the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s Borrowers’ obligations under this Section 3 Article III (including the Reimbursement Obligation) shall be joint and several and absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower Borrowers may have or have had against any the applicable Issuing Lender, Bank or any beneficiary of a Letter of Credit or any other Person. The Borrower Borrowers also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of agree that such Issuing Lender, such Issuing Lender Bank and the L/C Participants shall not be responsible for, and the Borrower’s Borrowers’ Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower Borrowers and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower Borrowers against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender Bank shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the caused by such Issuing Bank’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees Borrowers agree that any action taken or omitted by an such Issuing Lender Bank under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, misconduct shall be binding on the Borrower Borrowers and shall not result in any liability of such Issuing Lender Bank or any L/C Participant to the Borrower; provided that Borrowers. The responsibility of the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower applicable Issuing Bank to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender Borrowers in determining whether a request connection with any draft presented for payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the Borrower. The responsibility of the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with Credit, in addition to any payment obligation expressly provided for in such Letter of Credit, shall be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such that the Issuing Lender, such Issuing Lender the Administrative Agent and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an the Issuing Lender or the Administrative Agent under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender, the Administrative Agent or any L/C Participant to the Borrower. The responsibility of the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s 's obligations under this Section 3 Article III (including without limitation the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s 's Reimbursement Obligations Obligation under Section SECTION 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender's gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in ISP 98 or the Uniform Customs, as the case may be, and, to the extent not inconsistent therewith, the UCC, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset off, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, misconduct shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the Borrower. The responsibility of the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence in failing presentment substantially conforms to pay the requirements under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The (i) Each Borrower’s obligations under this Section 3 's obligation to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute absolute, unconditional and unconditional irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that the which a Borrower may have or have had against the Issuing Bank, any Issuing Lender, Lender or any beneficiary of a Letter of Credit Credit, provided that this paragraph shall not relieve the Issuing Bank or any other Person. The Borrower also agrees with each Issuing Lender that, absent of any liability resulting from the gross negligence or willful misconduct of such the Issuing Bank or any Lender, or otherwise affect any defense or other right that a Borrower may have as a result of any such gross negligence or willful misconduct. (ii) Each Borrower also agrees with the Issuing Lender Bank that the Issuing Bank shall not be responsible for, and the such Borrower’s Reimbursement Obligations 's reimbursement obligations under Section 3.5 2.22(e) shall not be affected by, among other things, (x) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or (y) any dispute between or among the such Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or (z) any claims whatsoever of the such Borrower against any beneficiary of such Letter of Credit or any such transferee. No , provided that this paragraph shall not relieve the Issuing Bank of any liability resulting from the gross negligence or willful misconduct of the Issuing Bank, or otherwise affect any defense or other right that such Borrower may have as a result of any such gross negligence or willful misconduct. (iii) Neither the Issuing Bank with respect to any Letter of Credit nor any Lender with respect thereto shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any such Letter of Credit, except for errors or omissions resulting from the caused by such Person's gross negligence or willful misconduct of such Issuing Lender. The misconduct. (iv) Each Borrower agrees that any action taken or omitted by an the Issuing Lender Bank under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on the such Borrower and shall not result in any liability of such Issuing Bank or any Lender to the such Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, that such Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable to the Borrower for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Lender. The Borrower agrees Borrower, the Lenders and any other party hereto agree that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in including without limitation the absence payment thereof, absent a finding of gross negligence or willful misconductmisconduct of the Issuing Lender as determined by a final and nonappealable decision of a court of competent jurisdiction, shall be binding on the Borrower Borrower, the Lenders and any other party hereto and shall not result in any liability of such Issuing Lender to the Borrower; provided that , the Borrower shall not be precluded from asserting Lenders or any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Creditother party hereto.

Obligations Absolute. (a) The Borrower’s Borrowers’ obligations under this Section Article 3 (including the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that the which any Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Each Borrower also agrees with each that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the Lenders shall not be responsible for, and the each Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the any Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the gross negligence or willful misconduct of such Issuing Lender. The Each Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or negligence, willful misconduct, or bad faith, as determined by a court of competent jurisdiction by final and non-appealable judgment, shall be binding on the Borrower Borrowers and shall not result in any liability of such the Issuing Lender or any Lender to any Borrower. The responsibility of the Issuing Lender to the Borrower; provided that the any Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or in connection with such presentment are in conformity with such Letter of Credit. (iib) such Notwithstanding anything in this Agreement to the contrary and without limiting any other provision of this Agreement, so long as Issuing Lender’s willful failure or gross negligence conduct is in failing accordance with Standard Letter of Credit Practice, Issuing Lender and each other Letter of Credit Related Person (if applicable) shall not be responsible to pay Borrowers for, and Issuing Lender’s rights and remedies against Borrowers and Borrower’s Reimbursement Obligation under Section 3.5 for each drawing under each Letter of Credit shall not be impaired by: (i) honor of a presentation under any Letter of Credit issued by it after the presentation to it of a request strictly complying that on its face substantially complies with the terms and conditions of such Letter of Credit, even if the Letter of Credit requires strict compliance by the beneficiary; (ii) honor of a presentation of any Drawing Document that appears on its face to have been signed, presented or issued (A) by any purported successor or transferee of any beneficiary or other Person required to sign, present or issue such Drawing Document or (B) under a new name of the beneficiary; (iii) acceptance as a draft of any written or electronic demand or request for payment under a Letter of Credit, even if nonnegotiable or not in the form of a draft or notwithstanding any requirement that such draft, demand or request bear any or adequate reference to the Letter of Credit; (iv) the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness or legal effect of any Drawing Document (other than Issuing Lender’s determination that such Drawing Document appears on its face substantially to comply with the terms and conditions of the Letter of Credit) even though such documents shall in fact prove to be invalid, fraudulent or forged; (v) acting upon any instruction or request relative to a Letter of Credit or requested Letter of Credit that Issuing Lender in good faith believes to have been given by a Person authorized to give such instruction or request; (vi) any errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how sent or transmitted) or for errors in interpretation of technical terms or in translation or any delay in giving or failing to give notice to Borrowers; (vii) any acts, omissions or fraud by, or the insolvency of, any beneficiary, any nominated person or entity or any other Person or any breach of contract or other dispute between any beneficiary and any Borrower or any of the parties to the underlying transaction to which the Letter of Credit relates or any claims whatsoever of any Borrower against any beneficiary of such Letter of Credit or any such other party to the underlying transaction; (viii) assertion or waiver of any provision of the ISP or Uniform Customs that primarily benefits an issuer of a letter of credit, including any requirement that any Drawing Document be presented to it at a particular hour or place; (ix) payment to any paying or negotiating bank (designated or permitted by the terms of the applicable Letter of Credit) claiming that it rightfully honored or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice applicable to it; (x) acting or failing to act as required or permitted under Standard Letter of Credit Practice applicable to where Issuing Lender has issued, confirmed, advised or negotiated such Letter of Credit, as the case may be; (xi) honor of a presentation after the expiration date of any Letter of Credit notwithstanding that a presentation was made prior to such expiration date and dishonored by Issuing Lender if subsequently Issuing Lender or any court or other finder of fact determines such presentation should have been honored; (xii) dishonor of any presentation that does not strictly comply or that is fraudulent, forged or otherwise not entitled to honor; or (xiii) honor of a presentation that is subsequently determined by Issuing Lender to have been made in violation of international, federal, state or local restrictions on the transaction of business with certain prohibited Persons.

Obligations Absolute. The Borrower’s obligations under this Section 3 2.23 (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Bank or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the Issuing Lender thatBank, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender the Administrative Agent and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 2.23(d) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Without limiting the foregoing, it is expressly agreed that the Reimbursement Obligations of the Borrower will not be excused by ordinary negligence, gross negligence, wrongful conduct or willful misconduct of the Issuing Lender Bank or the Administrative Agent. However, the foregoing shall not excuse the Issuing Bank or the Administrative Agent from liability to the Borrower in any independent action or proceeding brought by the Borrower against the Issuing Bank or the Administrative Agent following such reimbursement or payment by the Borrower to the extent of any unavoidable direct damages suffered by the Borrower that are caused directly by the Issuing Bank’s or the Administrative Agent’s gross negligence or willful misconduct, provided that the Issuing Bank or the Administrative Agent, as applicable (i) shall have acted with due diligence and reasonable care if it acts in accordance with standard letter of credit practice of commercial banks located in the place that the Letter of Credit is issued and (ii) the Borrower’s aggregate remedies against the Issuing Bank or the Administrative Agent for wrongfully honoring a presentation or wrongfully retaining honored documents shall in no event exceed the aggregate amount paid by the Borrower to the Issuing Bank or the Administrative Agent with respect to the honored presentation, plus interest. The Issuing Bank shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Bank’s gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees that any action taken or omitted by an the Issuing Lender Bank or the Administrative Agent under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender Bank, the Administrative Agent or any L/C Participant to the Borrower; provided that . The responsibility of the Issuing Bank to the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit. Without limiting any other provision of this Agreement, the Issuing Bank, and, as applicable, its correspondents, may honor any presentation or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay drawing under any a Letter of Credit issued by it after the presentation that appears on its face substantially to it of a request strictly complying comply with the terms and conditions of such the Letter of Credit.

Obligations Absolute. The Borrower’s and each Foreign Borrower’s, obligations under this Section 3 3B shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower or any Foreign Borrower, may have or have had against any Multicurrency Issuing Lender, any beneficiary of a Multicurrency Letter of Credit or any other Person. The Borrower and each Foreign Borrower also agrees with each Multicurrency Issuing Lender that, absent gross negligence or willful misconduct of that such Issuing Lender, such Multicurrency Issuing Lender shall not be responsible for, and the Borrower’s and each Foreign Borrower’s, Reimbursement Obligations under Section 3.5 3B.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower or any Foreign Borrower, and any beneficiary of any Multicurrency Letter of Credit or any other party to which such Multicurrency Letter of Credit may be transferred or any claims whatsoever of the Borrower or any Foreign Borrower, against any beneficiary of such Multicurrency Letter of Credit or any such transferee. No Multicurrency Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Multicurrency Letter of Credit, except for errors or omissions resulting found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Multicurrency Issuing Lender. The Borrower and each Foreign Borrower, agrees that any action taken or omitted by an a Multicurrency Issuing Lender under or in connection with any Multicurrency Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards or care specified in the UCC of the State of New York, shall be binding on the Borrower and each Foreign Borrower, and shall not result in any liability of such Multicurrency Issuing Lender to the Borrower or any Foreign Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s 's obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender (except to the extent resulting from the gross negligence or willful misconduct of the Issuing Lender), any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each the Issuing Lender that, absent gross negligence or willful misconduct subject to the last sentence of such Issuing Lenderthis subsection 3.6, such the Issuing Lender shall not be responsible for, and the Borrower’s 's Reimbursement Obligations under Section subsection 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors errors, omissions or omissions resulting delays in transmission found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such the Issuing Lender. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards or care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Each Specified Borrower’s 's obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that the which such Specified Borrower or any other Person may have or have had against any its Specified Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other PersonSpecified Accommodation. The Each Specified Borrower also agrees with each its Specified Issuing Lender that, absent gross negligence or willful misconduct of that such Issuing Lender, such Specified Issuing Lender shall not be responsible for, and the such Specified Borrower’s Reimbursement Obligations 's obligations under Section subsection 3.5 shall not be affected by, among other things, the enforceability, validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be unenforceable, invalid, fraudulent or forged, or any dispute between or among the Specified Borrower and any beneficiary of any Letter of Credit Specified Accommodation or any other party to which such Letter of Credit Specified Accommodation may be transferred or any claims whatsoever of the Specified Borrower against any beneficiary of such Letter of Credit Specified Accommodation or any such transferee, except for errors or omissions caused by the Specified Issuing Lender's gross negligence or wilful misconduct. No The Specified Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of CreditSpecified Accommodation, except for errors or omissions resulting from caused by the Specified Issuing Lender's gross negligence or willful misconduct of such Issuing Lenderwilful misconduct. The Specified Borrower agrees that any action taken or omitted by an the Specified Issuing Lender under or in connection with any Letter of Credit Specified Accommodation or the related drafts or documents, if done in the absence of gross negligence or willful misconductwilful misconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, including, without limitation, Article V thereof or the standards of care specified in the laws of the jurisdiction of the Specified Issuing Lender's issuing office, as applicable, shall be binding on the Specified Borrower and shall not result in any liability of such Specified Issuing Lender to the Specified Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s Borrowers' obligations under this Section 3 Article III (including without limitation the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower Borrowers may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower Borrowers also agrees with each agree that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Borrowers' Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the any Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender's gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees Borrowers agree that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the each Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to any Borrower. The responsibility of the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting Borrowers in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Each Revolving Borrower’s obligations under this Section 3 Article III (including without limitation the Reimbursement Obligation) shall be absolute absolute, unconditional and unconditional irrevocable under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that the which such Revolving Borrower may have or have had against any Issuing Lender, Lender or any beneficiary or transferee of a Letter of Credit (or any other Personperson for whom any such beneficiary or any such transferee may be acting). The Each Revolving Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such that no Issuing Lender shall not be responsible for, and the such Revolving Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent fraudulent, forged or forgedinsufficient in any respect, or any dispute between or among the such Revolving Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the such Revolving Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message message, advice, or advicedocument, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the caused by such Issuing Lender’s gross negligence or willful misconduct of such Issuing Lendermisconduct. The Each Revolving Borrower agrees that any action taken or omitted by an any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the Uniform Customs and, to the extent not inconsistent therewith, the UCC, shall be binding on the such Revolving Borrower and shall not result in any liability of such Issuing Lender to the such Revolving Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct . The responsibility of such each Issuing Lender to such Revolving Borrower in determining whether a request connection with any draft presented for payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Lenders or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender Lenders and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender Lenders shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the caused by any Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an the Issuing Lender Lenders under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, misconduct shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender Lenders or any L/C Participant to the Borrower; provided that . The responsibility of the Issuing Lenders to the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. (i) The Borrower’s obligations under this Section 3 subsection 2.6 shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that the Borrower which any of them may have or have had against any LC Facility Issuing LenderBank, any LC Facility Lender or any beneficiary of a an LC Facility Letter of Credit Credit; provided that this paragraph shall not relieve any LC Facility Issuing Bank or any other Person. The Borrower also agrees with each Issuing LC Facility Lender that, absent of any liability resulting from the gross negligence or willful misconduct of such LC Facility Issuing Bank or such LC Facility Lender, or otherwise affect any defense or other right that the Loan Parties may have as a result of any such gross negligence or willful misconduct. (ii) The Borrower agrees with each LC Facility Issuing Lender Bank that such LC Facility Issuing Bank shall not be responsible for, and the Borrower’s Reimbursement Obligations reimbursement obligations under Section 3.5 subsection 2.6(e) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any LC Facility Letter of Credit or any other party to which such LC Facility Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such LC Facility Letter of Credit or any such transferee. No ; provided that this paragraph shall not relieve any LC Facility Issuing Bank or any LC Facility Lender of any liability resulting from the gross negligence or willful misconduct of such LC Facility Issuing Bank or such LC Facility Lender, or otherwise affect any defense or other right that the Loan Parties may have as a result of any such gross negligence or willful misconduct. (iii) Neither any LC Facility Issuing Bank nor any LC Facility Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any LC Facility Letter of Credit, except for with respect to errors or omissions resulting from the caused by such Person’s gross negligence or willful misconduct of such Issuing Lender. misconduct. (iv) The Borrower agrees that any action taken or omitted by an any LC Facility Issuing Lender Bank under or in connection with any LC Facility Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the UCC, shall be binding on the Borrower and shall not result in any liability of such LC Facility Issuing Bank or any LC Facility Lender to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. (a) The Borrower’s applicable Loan Parties’ obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that the Borrower which any of them may have or have had against any the Issuing Lender, any L/C Participant or any beneficiary of a Letter of Credit Credit; provided that this paragraph shall not relieve the Issuing Lender or any other Person. The Borrower also agrees with each Issuing Lender that, absent L/C Participant of any liability resulting from the gross negligence or willful misconduct of the Issuing Lender or such L/C Participant, or otherwise affect any defense or other right that the Loan Parties may have as a result of any such gross negligence or willful misconduct. (b) The Borrowers agree with the Issuing Lender, such Lender that the Issuing Lender shall not be responsible for, and the Borrower’s Borrowers’ Reimbursement Obligations under Section 3.5 subsection 3.5(a) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the any Borrower against any beneficiary of such Letter of Credit or any such transferee. No ; provided that this paragraph shall not relieve the Issuing Lender or any L/C Participant of any liability resulting from the gross negligence or willful misconduct of the Issuing Lender or such L/C Participant, or otherwise affect any defense or other right that the Loan Parties may have as a result of any such gross negligence or willful misconduct. (c) Neither the Issuing Lender nor any L/C Participant shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for with respect to errors or omissions resulting from the caused by such Person’s gross negligence or willful misconduct of such Issuing Lender. misconduct. (d) The Borrower agrees Borrowers agree that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the UCC, shall be binding on the Borrower Borrowers and shall not result in any liability of such the Issuing Lender or any L/C Participant to the any Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The US Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the US Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The US Borrower also agrees with each that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the US Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the US Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the US Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender’s gross negligence or willful misconduct of such Issuing Lendermisconduct. The US Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the US Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the US Borrower. The responsibility of the Issuing Lender to the Borrower; provided that the US Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s Borrowers' obligations under this Section 3 Article III (including without limitation the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower Borrowers may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other PersonCredit. The Borrower Borrowers also agrees agree with each the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such that the Issuing Lender shall not be responsible for, and the Borrower’s Borrowers' Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower Borrowers and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower Borrowers against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender's gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees Borrowers agree that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the Uniform Customs and, to the extent not inconsistent therewith, the UCC shall be binding on the Borrower Borrowers and shall not result in any liability of such the Issuing Lender to the Borrower; provided that Borrowers. The responsibility of the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower Issuing Lender to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender Borrowers in determining whether a request connection with any draft presented for payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s Borrowers’ obligations under this Section 3 ARTICLE III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset off, counterclaim or defense to payment that which the Borrower Borrowers may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower Borrowers also agrees with each agree that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Borrowers’ Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower Borrowers and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower Borrowers against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender’s bad faith, gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees Borrowers agree that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of bad faith, gross negligence or willful misconduct, shall be binding on the Borrower Borrowers and shall not result in any liability of such the Issuing Lender or any L/C Participant to the Borrowers. The responsibility of the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting Borrowers in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Each Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset off, counterclaim or defense to payment that the such Borrower may have or have had against any the applicable Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Each Borrower also agrees with each that the applicable Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the such Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the such Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the such Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of CreditCredit issued by it, except for errors or omissions resulting from the caused by such Issuing Xxxxxx’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Each Borrower agrees that any action taken or omitted by an any Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, misconduct shall be binding on the such Borrower and shall not result in any liability of such Issuing Lender or any L/C Participant to any Borrower. The responsibility of any Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting Borrowers in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by to it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence in failing presentment substantially conforms to pay the requirements under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing Lender that, absent unless resulting from the gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Lender. The Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards or care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender (except to the extent resulting from the gross negligence or willful misconduct of the Issuing Lender), any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each the Issuing Lender that, absent gross negligence or willful misconduct subject to the last sentence of such Issuing Lenderthis subsection 3.6, such the Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section subsection 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors errors, omissions or omissions resulting delays in transmission found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such the Issuing Lender. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards or care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s Borrowers’ obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the any Borrower may have or have had against any Issuing LenderL/C Issuer, any beneficiary of a Letter of Credit or any other Person. The Borrower Borrowers also agrees agree with each Issuing Lender that, absent gross negligence or willful misconduct of L/C Issuer that such Issuing Lender, such Issuing Lender L/C Issuer shall not be responsible for, and the Borrower’s Borrowers’ Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, (i) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or (ii) any dispute between or among the any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the any Borrower against any beneficiary of such Letter of Credit or any such transferee, (iii) payment by any L/C Issuer under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or (iv) any other event or circumstances which might constitute a legal or equitable discharge or provide a right of setoff against the Borrowers’ reimbursement obligation. No Issuing Lender L/C Issuer shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting found by a final and nonappealable decision of a court of competent jurisdiction of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by a Borrower to the extent permitted by applicable law) suffered by such Borrower to have resulted from the gross negligence or willful misconduct of such Issuing LenderL/C Issuer. The Borrower agrees Borrowers agree that any action taken or omitted by an Issuing Lender any L/C Issuer under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender L/C Issuer to any Borrower and that with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the Borrower; provided that the Borrower shall contrary, or refuse to accept and make payment upon such documents if such documents are not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied strict compliance with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s 's obligations under this Section 3 Article III (including without limitation the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other PersonCredit. The Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such that no Issuing Lender shall not be responsible for, and the Borrower’s 's Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the caused by such Issuing Lender's gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees that any action taken or omitted by an any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the Uniform Customs and, to the extent not inconsistent therewith, the UCC shall be binding on the Borrower and shall not result in any liability of such any Issuing Lender to the Borrower; provided that . The responsibility of each Issuing Lender to the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s Borrowers’ obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset off, counterclaim or defense to payment that which the Borrower Borrowers may have or have had against any the applicable Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower Borrowers also agrees with each agree that the applicable Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Borrowers’ Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower Borrowers and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower Borrowers against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of CreditCredit issued by it, except for errors or omissions resulting from the caused by such Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees Borrowers agree that any action taken or omitted by an any Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, misconduct shall be binding on the Borrower Borrowers and shall not result in any liability of such Issuing Lender or any L/C Participant to the Borrower; provided that the Borrower shall not be precluded from asserting Borrowers. The responsibility of any claim for direct (but not consequential) damages suffered by the Borrower Issuing Lender to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender Borrowers in determining whether a request connection with any draft presented for payment under any Letter of Credit issued by to it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence in failing presentment substantially conforms to pay the requirements under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset off, counterclaim or defense to payment that which the Borrower may have or have had against any Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender Lenders and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the caused by such Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of bad faith, gross negligence or willful misconduct, shall be binding on the Borrower and misconduct shall not result in any liability of such any Issuing Lender or any L/C Participant to the Borrower. The responsibility of the applicable Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying substantial conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against the Issuing Lender, any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each the Issuing Lender that, absent gross negligence or willful misconduct of such and each Lender that the Issuing Lender, such Issuing Lender and each Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 obligations hereunder shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender and each Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such the Issuing Lender or any Lender. The Borrower agrees that any action taken or omitted by an the Issuing Lender or any Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender and Lender to the Borrower; . In addition to amounts payable as elsewhere provided in the Agreement, the Borrower hereby agrees to pay and to protect, indemnify, and save Issuing Lender and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees and allocated costs of internal counsel) that the Borrower shall not Issuing Lender or any Lender may incur or be precluded from asserting subject to as a consequence, direct or indirect, of (A) the issuance of any claim Letter of Credit, or (B) the failure of Issuing Lender or of any L/C Lender to honor a demand for direct (but not consequential) damages suffered by the Borrower payment under any Letter of Credit thereof as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case other than to the extent caused by (i) solely as a result of the gross negligence or willful misconduct of such Issuing Lender in determining whether or such L/C Lender (as finally determined by a request presented under any Letter court of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Creditcompetent jurisdiction).

Obligations Absolute. The Borrower’s Borrowers' obligations under this Section 3 Article III (including without limitation the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower Borrowers may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other PersonCredit. The Borrower Borrowers also agrees agree with each the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such that the Issuing Lender shall not be responsible for, and the Borrower’s Borrowers' Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower Borrowers and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower Borrowers against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender's gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees Borrowers agree that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the Uniform Customs and, to the extent not inconsistent therewith, the UCC, shall be binding on the Borrower Borrowers and shall not result in any liability of such the Issuing Lender to the Borrower; provided that Borrowers. The responsibility of the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower Issuing Lender to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender Borrowers in determining whether a request connection with any draft presented for payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Each Borrower’s obligations under this Section 3 5 shall be absolute absolute, unconditional and unconditional irrevocable, and shall be performed strictly in accordance with the terms of this Credit Agreement under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the such Borrower may have or have had against any the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Each Borrower also agrees with each the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such that the Issuing Lender shall not be responsible for, and the relevant Borrower’s Reimbursement Obligations under Section 3.5 5.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the any Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Administrative Agent, the Lenders, the Issuing Lender and/or its Affiliates, their respective officers, directors, employees, representatives and agents shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of CreditCredit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank, except for errors or omissions resulting found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such the Issuing Lender. The Each Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit issued for such Borrower’s account or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, documents shall be binding on the such Borrower and shall not result in any liability of such the Issuing Lender to the Borrower; provided such Borrower unless a court of competent jurisdiction determines that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the such action constitutes gross negligence or willful misconduct on the part of such the Issuing Lender. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Lender may, in determining whether a request presented under its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any Letter of Credit issued by it complied notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s Borrowers’ obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower Borrowers may have or have had against any the Issuing LenderLenders, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees Person (it being understood that this provision shall not preclude the ability of the Borrowers to bring any claim for damages against any such Person who has acted with each Issuing Lender thatbad faith, absent gross negligence or willful misconduct misconduct, as determined in a final and non-appealable decision of such a court of competent jurisdiction). The Borrowers also agree with the Issuing Lender, such Lenders that the Issuing Lender Lenders shall not be responsible for, and the Borrower’s Borrowers’ Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, forged or any dispute between or among the Borrower Borrowers and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower Borrowers against any beneficiary of such Letter of Credit or any such transferee; provided that the foregoing shall not be construed to excuse an Issuing Lender from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable Requirements of Law) suffered by the Borrower that are caused by an Issuing Xxxxxx’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. No The parties hereto expressly agree that, in the absence of bad faith, gross negligence or willful misconduct on the part of an Issuing Lender (as finally determined by a court of competent jurisdiction (that is not subject to appeal)), such Issuing Lender shall be deemed to have exercised care in each such determination. The Issuing Lenders shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such the Issuing LenderLenders. The Borrower agrees Borrowers agree that any action taken or omitted by an the Issuing Lender Lenders under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct or, in the case of determinations of whether drafts and other documents presented under a Letter of Credit comply with the terms thereof, if done in the absence of bad faith (in each case, as determined in a final and non-appealable decision of a court of competent jurisdiction), shall be binding on the Borrower Borrowers and shall not result in any liability of such the Issuing Lender Lenders to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of CreditBorrowers.

Obligations Absolute. The Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset off, counterclaim or defense to payment that the which Borrower may have or have had against any the applicable Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the applicable Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of CreditCredit issued by it, except for errors or omissions resulting from the gross negligence or willful misconduct of caused by such Issuing Lender’s bad faith, gross negligence, willful misconduct or material breach in bad faith of any Loan Document, as determined by a court of competent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an any Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of bad faith, gross negligence negligence, willful misconduct or willful misconduct, material breach in bad faith of any Loan Document shall be binding on the Borrower and shall not result in any liability of such Issuing Lender or any L/C Participant to the Borrower; provided that the Borrower shall not be precluded from asserting . The responsibility of any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender to Borrower in determining whether a request connection with any draft presented for payment under any Letter of Credit issued by to it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence in failing presentment substantially conforms to pay the requirements under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person; other than with respect to any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents found to constitute gross negligence or willful misconduct or not in accordance with the standards of care specified in the Uniform Commercial ode of the State of New York. The Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, that such Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting which resulted from the gross negligence or willful misconduct of such Issuing Lender. The Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards or care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The (a) Each of the Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, any L/C Participant or any beneficiary of a Letter of Credit Credit, provided that this paragraph shall not relieve the Issuing Lender or any other Person. The Borrower also agrees with each Issuing Lender that, absent L/C Participant of any liability resulting from the gross negligence or willful misconduct of such Issuing Lender, such the Issuing Lender or such L/C Participant, or otherwise affect any defense or other right that the Borrower may have as a result of any such gross negligence or willful misconduct. (b) The Borrower also agrees with the Issuing Lender that the Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 subsection 3.5(a) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No , provided that this paragraph shall not relieve the Issuing Lender or any L/C Participant of any liability resulting from the gross negligence or willful misconduct of the Issuing Lender or such L/C Participant, or otherwise affect any defense or other right that the Borrower may have as a result of any such gross negligence or willful misconduct. (c) Neither the Issuing Lender nor any L/C Participant shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the caused by such Person’s gross negligence or willful misconduct of such Issuing Lender. misconduct. (d) The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 2.23 (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Bank or any beneficiary of a Letter of Credit or any other Personperson. The Borrower also agrees with each that the Issuing Lender thatBank, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender the Agent and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 2.23(d) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Without limiting the foregoing, it is expressly agreed that the Reimbursement Obligations of the Borrower will not be excused by ordinary negligence, gross negligence, wrongful conduct or willful misconduct of the Issuing Lender Bank or the Agent. However, the foregoing shall not excuse the Issuing Bank or the Agent from liability to the Borrower in any independent action or proceeding brought by the Borrower against the Issuing Bank or the Agent following such reimbursement or payment by the Borrower to the extent of any unavoidable direct damages suffered by the Borrower that are caused directly by the Issuing Bank’s or the Agent’s gross negligence or willful misconduct, provided that the Issuing Bank or the Agent, as applicable (i) shall have acted with due diligence and reasonable care if it acts in accordance with standard letter of credit practice of commercial banks located in the place that the Letter of Credit is issued and (ii) the Borrower’s aggregate remedies against the Issuing Bank or the Agent for wrongfully honoring a presentation or wrongfully retaining honored documents shall in no event exceed the aggregate amount paid by the Borrower to the Issuing Bank or the Agent with respect to the honored presentation, plus interest. The Issuing Bank shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Bank’s gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees that any action taken or omitted by an the Issuing Lender Bank or the Agent under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender Bank, the Agent or any L/C Participant to the Borrower; provided that . The responsibility of the Issuing Bank to the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit. Without limiting any other provision of this Agreement, the Issuing Bank, and, as applicable, its correspondents, may honor any presentation or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay drawing under any a Letter of Credit issued by it after the presentation that appears on its face substantially to it of a request strictly complying comply with the terms and conditions of such the Letter of Credit.

Obligations Absolute. The (a) Borrower’s 's obligations under this Section Article 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim counterclaim, or defense to payment that the which Borrower or any other Person may have or have had against the Issuing Lender or any Issuing Lender, other Lender or any beneficiary of a Letter of Credit or any other PersonCredit. The Borrower also agrees with each the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such that the Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations 's obligations under Section 3.5 SECTION 3.05 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereonthereon which on its face appears valid, even though such the documents shall in fact prove to be invalid, fraudulent fraudulent, or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such the Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such the Letter of Credit or any such the transferee. No The Issuing Lender shall not be liable for any error, omission, interruption interruption, or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender's gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of Texas, including, without limitation, Article V thereof, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender to Borrower. (b) Without limiting the Borrower; provided generality of the foregoing, it is expressly agreed that the Borrower shall absolute and unconditional nature of Borrower's obligations under this Article 3 to reimburse the Issuing Lender for each drawing under a Letter of Credit will not be precluded from asserting any claim for direct (but not consequential) damages suffered excused by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such the Issuing Lender. However, the foregoing shall not be construed to excuse the Issuing Lender from liability to Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Borrower to the extent permitted by applicable law) suffered by Borrower that are caused by the Issuing Lender's gross negligence or willful misconduct in determining whether a request drafts and other documents presented under any a Letter of Credit issued by it complied comply with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Creditthereof.

Obligations Absolute. (a) The Borrower’s 's obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, any L/C Participant or any beneficiary of a Letter of Credit Credit, provided that this paragraph shall not relieve the Issuing Lender or any other Person. The Borrower also agrees with each Issuing Lender that, absent L/C Participant of any liability resulting from the gross negligence or willful misconduct of such Issuing Lender, such the Issuing Lender or such L/C Participant, or otherwise affect any defense or other right that the Borrower may have as a result of any such gross negligence or willful misconduct. (b) The Borrower also agrees with the Issuing Lender that the Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s 's Reimbursement Obligations under Section 3.5 subsection 3.5 (a) shall not be affected by, among other things, (i) the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or (ii) any dispute between or among the such Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or (iii) any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No , provided that this paragraph shall not relieve the Issuing Lender or any L/C Participant of any liability resulting from the gross negligence or willful misconduct of the Issuing Lender or such L/C Participant, or otherwise affect any defense or other right that the Borrower may have as a result of any such gross negligence or willful misconduct. (c) Neither the Issuing Lender nor any L/C Participant shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the caused by such Person's gross negligence or willful misconduct of such Issuing Lender. misconduct. (d) The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, that such Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the caused by such Issuing Lender’s gross negligence or willful misconduct as determined by final non-appealable judgment by a court of such Issuing Lendercompetent jurisdiction. The Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct as determined by final non-appealable judgment by a court of competent jurisdiction, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender to the Borrower; provided that . The liability of an Issuing Lender under, in connection with or arising out of any Letter of Credit (or pre-advice), regardless of the Borrower form or legal grounds of the action or proceeding, shall not be precluded from asserting any claim for limited to direct (but not consequential) damages suffered by the Borrower to the extent that is caused directly by (i) the such Issuing Lender’s gross negligence or willful misconduct misconduct, in each case as determined in a final non-appealable judgment of such Issuing Lender a court of competent jurisdiction, in determining whether (i) honoring a request presented presentation under any a Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying that on its face does not at least substantially comply with the terms and conditions of such Letter of Credit, (ii) failing to honor a presentation under a Letter of Credit that strictly complies with the terms and conditions of such Letter of Credit, or (iii) retaining documents presented for purposes of drawing under any Letter of Credit, including by electronic transmission such as SWIFT, electronic mail, facsimile or computer generated communication presented under a Letter of Credit (collectively, “Drawing Documents”). The Borrower’s aggregate remedies against any Issuing Lender for wrongfully honoring a presentation under any Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Borrower to the Issuing Lender in respect of the honored presentation in connection with such Letter of Credit under Section 3.5, plus interest at the rate then applicable to ABR Loans hereunder.

Obligations Absolute. (a) The Parent Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Parent Borrower may have or have had against any an Issuing Lender, any L/C Participant or any beneficiary of a Letter of Credit or Credit, provided that this paragraph shall not relieve any other Person. The Borrower also agrees with each Issuing Lender that, absent or L/C Participant of any liability resulting from the gross negligence or willful misconduct of such Issuing LenderLender or L/C Participant, or otherwise affect any defense or other right that the Parent Borrower may have as a result of any such gross negligence or willful misconduct. (b) The Parent Borrower and each Lender also agree with each Issuing Lender that such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Parent Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Parent Borrower against any beneficiary of such Letter of Credit or any such transferee. No , provided that this paragraph shall not relieve any Issuing Lender or L/C Participant of any liability resulting from the gross negligence or willful misconduct of such Issuing Lender or L/C Participant, or otherwise affect any defense or other right that the Parent Borrower may have as a result of any such gross negligence or willful misconduct. (c) Neither any Issuing Lender nor any L/C Participant shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the caused by such Person’s gross negligence or willful misconduct of such Issuing Lender. misconduct. (d) The Parent Borrower agrees that any action taken or omitted by an any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the UCC, shall be binding on the Parent Borrower and shall not result in any liability of such Issuing Lender or L/C Participant to the Parent Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s 's obligations under this Section 3 Article III (including without limitation the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other PersonCredit. The Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such that no Issuing Lender shall not be responsible for, and the Borrower’s 's Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the caused by such Issuing Lender's gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees that any action taken or omitted by an any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the Uniform Customs and, to the extent not inconsistent therewith, the UCC, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender to the Borrower; provided that . The responsibility of each Issuing Lender to the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s 's obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s 's Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender's gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the Borrower. The responsibility of the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with Credit, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, that such Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the caused by such Issuing Xxxxxx’s gross negligence or willful misconduct as determined by final non-appealable judgment by a court of such Issuing Lendercompetent jurisdiction. The Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct as determined by final non-appealable judgment by a court of competent jurisdiction, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender to the Borrower; provided that . The liability of an Issuing Lender under, in connection with or arising out of any Letter of Credit (or pre-advice), regardless of the Borrower form or legal grounds of the action or proceeding, shall not be precluded from asserting any claim for limited to direct (but not consequential) damages suffered by the Borrower to the extent that is caused directly by (i) the such Issuing Xxxxxx’s gross negligence or willful misconduct misconduct, in each case as determined in a final non-appealable judgment of such Issuing Lender a court of competent jurisdiction, in determining whether (i) honoring a request presented presentation under any a Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying that on its face does not at least substantially comply with the terms and conditions of such Letter of Credit, (ii) failing to honor a presentation under a Letter of Credit that strictly complies with the terms and conditions of such Letter of Credit, or (iii) retaining documents presented for purposes of drawing under any Letter of Credit, including by electronic transmission such as SWIFT, electronic mail, facsimile or computer generated communication presented under a Letter of Credit (collectively, “Drawing Documents”). The Borrower’s aggregate remedies against any Issuing Lender for wrongfully honoring a presentation under any Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Borrower to the Issuing Lender in respect of the honored presentation in connection with such Letter of Credit under Section 3.5, plus interest at the rate then applicable to ABR Loans hereunder.

Obligations Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each the Issuing Lender that, absent the gross negligence or willful misconduct of such the Issuing Lender, such the Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the gross negligence or willful misconduct of such the Issuing Lender. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s 's obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any the applicable Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the applicable Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s 's Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The applicable Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the applicable Issuing Lender's gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees that any action taken or omitted by an the applicable Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such the applicable Issuing Lender or any L/C Participant to the Borrower. The responsibility of the applicable Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s 's obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such that the Issuing Lender, such Issuing Lender the Administrative Agent and the L/C Participants shall not be responsible for, and the Borrower’s 's Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender's gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees that any action taken or omitted by an the Issuing Lender or the Administrative Agent under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender, the Administrative Agent or any L/C Participant to the Borrower. The responsibility of the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset off, counterclaim or defense to payment that which the Borrower may have or have had against any the applicable Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the applicable Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 3.05 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of CreditCredit issued by it, except for errors or omissions resulting from the caused by such Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an any Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender or any L/C Participant to the Borrower; provided that . The responsibility of any Issuing Lender to the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by to it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence in failing presentment substantially conform to pay the requirements under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations obligation of the Borrower to reimburse the LC Issuing Lender for each drawing under this Section 3 each Letter of Credit and to repay each LC Borrowing shall be absolute absolute, unconditional and unconditional irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under any and all circumstances and irrespective of any setoffset off, counterclaim or defense to payment that which the Borrower may have or have had against any the LC Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the LC Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the Revolving Credit Lenders shall not be responsible for, and the Borrower’s Reimbursement Obligations obligation of the Borrower to reimburse the LC Issuing Lender for each drawing under Section 3.5 each Letter of Credit and to repay each LC Borrowing shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The LC Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of CreditCredit issued by it, except for errors or omissions resulting from caused by the LC Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an the LC Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, misconduct shall be binding on the Borrower and shall not result in any liability of such the LC Issuing Lender, the Administrative Agent or any of their respective Related Parties to the Borrower. The responsibility of the LC Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by to it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence in failing presentment substantially conforms to pay the requirements under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that which the Borrower may have or have had against any the applicable Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the applicable Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the caused by such Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The Borrower agrees that any action taken or omitted by an any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender or any L/C Participant to the Borrower; provided that . The responsibility of any Issuing Lender to the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s 's obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s 's Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender's gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the Uniform Customs and, to the extent not inconsistent therewith, the UCC shall be binding on the Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the Borrower. The responsibility of the Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.

Obligations Absolute. (a) The Borrower’s 's obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against the Issuing Bank or any Issuing Lender, other Lender or any beneficiary of a Letter of Credit or any other PersonCredit. The Borrower also agrees with each the Issuing Lender that, absent gross negligence or willful misconduct of such Bank that the Issuing Lender, such Issuing Lender Bank shall not be responsible for, and the Borrower’s Reimbursement Obligations 's obligations under Section subsection 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender Bank shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Bank's gross negligence or willful misconduct of such Issuing Lendermisconduct. The Borrower agrees that any action taken or omitted by an the Issuing Lender Bank under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, including, without limitation, Article V thereof, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender Bank to the Borrower; provided . (b) Without limiting the generality of the foregoing, it is expressly agreed that the Borrower shall absolute and unconditional nature of the Borrower's obligations under this Section 3 to reimburse the Issuing Bank for each drawing under a Letter of Credit will not be precluded from asserting any claim for direct (but not consequential) damages suffered excused by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such the Issuing Lender Bank. However, the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank's gross negligence or willful misconduct in determining whether a request drafts and other documents presented under any a Letter of Credit issued by it complied comply with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Creditthereof.

Obligations Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person; other than with respect to any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents found to constitute gross negligence or willful misconduct or not in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York. The Borrower also agrees with each Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, that such Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting which resulted from the gross negligence or willful misconduct of such Issuing Lender. The Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards or care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The Borrower’s Borrowers’ obligations under this Section 3 2.2 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim counterclaim, recoupment or defense to payment that the any Borrower may have or have had against any the Issuing LenderBank, any beneficiary of a Letter of Credit or any other Person. The Borrower Borrowers also agrees agree with each the Issuing Lender that, absent gross negligence or willful misconduct of such Bank that the Issuing Lender, such Issuing Lender Bank shall not be responsible for, and the Borrower’s Borrowers’ LC Reimbursement Obligations under Section 3.5 subsection 2.2.4 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the any Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any errorTHE ISSUING BANK SHALL NOT BE LIABLE FOR ANY ERROR, omissionOMISSION, interruption or delay in transmissionINTERRUPTION OR DELAY IN TRANSMISSION, dispatch or delivery of any message or adviceDISPATCH OR DELIVERY OF ANY MESSAGE OR ADVICE, however transmittedHOWEVER TRANSMITTED, in connection with any Letter of CreditIN CONNECTION WITH ANY LETTER OF CREDIT, except for errors or omissions resulting from the gross negligence or willful misconduct of such Issuing LenderEXCEPT FOR ERRORS OR OMISSIONS FOUND BY A FINAL AND NONAPPEALABLE DECISION OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE ISSUING BANK. The Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit or the related drafts or documentsTHE BORROWERS AGREE THAT ANY ACTION TAKEN OR OMITTED BY THE ISSUING BANK UNDER OR IN CONNECTION WITH ANY LETTER OF CREDIT OR THE RELATED DRAFTS OR ISSUER DOCUMENTS, if done in the absence of gross negligence or willful misconductIF DONE IN THE ABSENCE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of CreditSHALL BE BINDING ON THE BORROWERS AND SHALL NOT RESULT IN ANY LIABILITY OF THE ISSUING BANK TO ANY BORROWER.

Obligations Absolute. The Borrower’s Domestic Borrowers’ obligations to reimburse or pay each LC Issuer under this Section 3 4.2 shall be absolute and unconditional under any and all circumstances and irrespective of the occurrence of any Default or Event of Default or any condition precedent whatsoever or any setoff, counterclaim or defense to payment that which the Borrower Domestic Borrowers may have or have had against the LC Issuer, any Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other PersonCredit. The Borrower also agrees with each Issuing Lender that, absent Except in the event of gross negligence or willful misconduct of such Issuing Lenderby the LC Issuer or the Lenders, such Issuing Lender the Domestic Borrowers further jointly and severally agree with the LC Issuer and the Lenders that the LC Issuer and the Lenders shall not be responsible for, and the Borrower’s Domestic Borrowers’ Reimbursement Obligations under Section 3.5 4.2 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though if such documents shall should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower and any Domestic Borrowers, the beneficiary of any Letter of Credit or any financing institution or other party to which such any Letter of Credit may be transferred or any claims or defenses whatsoever of the Borrower Domestic Borrowers against any the beneficiary of such any Letter of Credit or any such transferee. No Issuing Lender The LC Issuer and the Lenders shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting . Nothing in this paragraph shall be construed to excuse an LC Issuer from liability to the Domestic Borrowers to the extent of direct damages suffered by a Domestic Borrower that are caused by such LC Issuer’s gross negligence or willful misconduct with respect to any of such Issuing Lenderits Letters of Credit. The Borrower agrees Domestic Borrowers agree that any action taken or omitted by an Issuing the LC Issuer or any Lender under or in connection with any each Letter of Credit or and the related drafts or and documents, if done in the absence of gross negligence or willful misconduct, shall be binding on upon the Borrower Domestic Borrowers and shall not result in any liability on the part of such Issuing the LC Issuer or any Lender to the Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of CreditDomestic Borrowers.

Obligations Absolute. The Borrower’s obligations of each of the Borrower and the Co-Borrower under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower or the Co-Borrower may have or have had against any the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Each of the Borrower and the Co-Borrower also agrees with each the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such that the Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations of the Borrower and the Co-Borrower under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower or the Co-Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower or the Co-Borrower against any beneficiary of such Letter of Credit or any such transferee; provided that the foregoing shall not be construed to excuse the Issuing Lender from liability to the Borrower or the Co-Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower and the Co-Borrower to the extent permitted by applicable law) suffered by the Borrower or the Co-Borrower that are caused by the Issuing Lender’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. No The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of such Issuing Lender (as finally determined by a court of competent jurisdiction), such Issuing Lender shall be deemed to have exercised care in each such determination. The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such the Issuing Lender. The Each of the Borrower and the Co-Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and the Co-Borrower and shall not result in any liability of such the Issuing Lender to the Borrower or the Co-Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The (a) Each Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment that the which such Borrower may have or have had against any an Issuing Lender, any L/C Participant or any beneficiary of a Letter of Credit or Credit, provided that this paragraph shall not relieve any other Person. The Borrower also agrees with each Issuing Lender that, absent or L/C Participant of any liability resulting from the gross negligence or willful misconduct of such Issuing LenderLender or L/C Participant, or otherwise affect any defense or other right that any Borrower may have as a result of any such gross negligence or willful misconduct. (b) Each Borrower and each Lender also agree with each Issuing Lender that such Issuing Lender and the L/C Participants shall not be responsible for, and the such Borrower’s Reimbursement Obligations under Section 3.5 3.5(a) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the any Borrower against any beneficiary of such Letter of Credit or any such transferee. No , provided that this paragraph shall not relieve any Issuing Lender or L/C Participant of any liability resulting from the gross negligence or willful misconduct of such Issuing Lender or L/C Participant, or otherwise affect any defense or other right that any Borrower may have as a result of any such gross negligence or willful misconduct. (c) Neither any Issuing Lender nor any L/C Participant shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from the caused by such Person’s gross negligence or willful misconduct of such Issuing Lender. The misconduct. (d) Each Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconductmisconduct and in accordance with the standards of care specified in the UCC, shall be binding on the Borrower Borrowers and shall not result in any liability of such Issuing Lender or L/C Participant to the any Borrower; provided that the Borrower shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit or (ii) such Issuing Lender’s willful failure or gross negligence in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.

Obligations Absolute. The US Borrower’s obligations under this Section 3 Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset off, counterclaim or defense to payment that which the US Borrower may have or have had against any the Issuing Lender, Lender or any beneficiary of a Letter of Credit or any other Person. The US Borrower also agrees with each that the Issuing Lender that, absent gross negligence or willful misconduct of such Issuing Lender, such Issuing Lender and the L/C Participants shall not be responsible for, and the US Borrower’s Reimbursement Obligations Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the US Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the US Borrower against any beneficiary of such Letter of Credit or any such transferee. No The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions resulting from caused by the Issuing Lender’s gross negligence or willful misconduct misconduct, as determined by a court of such Issuing Lendercompetent jurisdiction by final nonappealable judgment. The US Borrower agrees that any action taken or omitted by an the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, misconduct shall be binding on the US Borrower and shall not result in any liability of such the Issuing Lender or any L/C Participant to the US Borrower. The responsibility of the Issuing Lender to the Borrower; provided that the US Borrower shall not be precluded from asserting in connection with any claim draft presented for direct (but not consequential) damages suffered by the Borrower to the extent caused by (i) the gross negligence or willful misconduct of such Issuing Lender in determining whether a request presented payment under any Letter of Credit issued by it complied with shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the terms of documents (including each draft) delivered under such Letter of Credit or (ii) in connection with such Issuing Lender’s willful failure or gross negligence presentment are in failing to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying conformity with the terms and conditions of such Letter of Credit.