Common use of Obligations Absolute Clause in Contracts

Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above of each Subsidiary Guarantor hereunder shall be primary, absolute, unconditional irrevocable and irrevocableunconditional, and shall be performed strictly in accordance with irrespective of the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit the Notes, the Note Agreement or any Loan Documentother instrument referred to therein, shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim such Subsidiary Guarantor may have against the Company or any holder or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not such Subsidiary Guarantor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment to, modification of, supplement to or restatement of the Notes, the Note Agreement or any other instrument referred to therein (it being agreed that the obligations of each Subsidiary Guarantor hereunder shall apply to the Notes, the Note Agreement or any such other instrument as so amended, modified, supplemented or restated) or any assignment or transfer of any thereof or of any interest therein, or any term furnishing, acceptance or provision therein; release of any security for the Notes or the addition, substitution or release of any other Subsidiary Guarantor or any other entity or other Person primarily or secondarily liable in respect of the Guaranteed Obligations; (iib) any amendment waiver, consent, extension, indulgence or waiver other action or inaction under or in respect of the Notes, the Note Agreement or any consent other instrument referred to departure from therein; (c) any bankruptcy, insolvency, arrangement, reorganization, readjustment, composition, liquidation or similar proceeding with respect to the Company or its property; (d) any merger, amalgamation or consolidation of any Subsidiary Guarantor or of the Company into or with any other Person or any sale, lease or transfer of any or all of the assets of any Subsidiary Guarantor or of the Company to any Person; (e) any failure on the part of the Company for any reason to comply with or perform any of the provisions terms of any Letter of Credit or other agreement with any Loan Document; Subsidiary Guarantor; (iiif) any failure on the existence part of any claimholder to obtain, setoffmaintain, defense or other right that the Borrower, any other party guaranteeing, register or otherwise obligated with, the Borrower, perfect any Subsidiary security; or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (ivg) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, which might otherwise constitute a legal or equitable discharge or defense of the Borrower's obligations hereunder. Without limiting the generality of a guarantor (whether or not similar to the foregoing), and in any event however material or prejudicial it is expressly understood and agreed may be to any Subsidiary Guarantor or to any subrogation, contribution or reimbursement rights any Subsidiary Guarantor may otherwise have. Each Subsidiary Guarantor covenants that the absolute and unconditional obligation of the Borrower its obligations hereunder to reimburse L/C Disbursements will not be excused discharged except by the gross negligence or wilful misconduct indefeasible payment in full in cash of all of the Issuing 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any Guaranteed Obligations and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bankobligations hereunder.

Obligations Absolute. The Borrower's Borrowers’ obligations to reimburse L/C Disbursements as provided in paragraph (e) above under this Article 3 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (ia) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (iib) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iiic) the existence of any claim, setoff, defense or other right that the any Borrower, any other party guaranteeing, or otherwise obligated with, the any Borrower, any Subsidiary or other Affiliate thereof or any other person Person may at any time have against the beneficiary under any Letter of Credit, the applicable Issuing BankLender, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (ivd) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (ve) payment by the applicable Issuing Bank Lender under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vif) any other act or omission to act or delay of any kind of the applicable Issuing BankLender, the Lenders, the Administrative Agent or any other person Person or 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 the Borrower's Borrowers’ obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements Borrowers under this Article 3 will not be excused by the gross negligence or wilful willful misconduct of the applicable Issuing BankLender. However, the foregoing shall not be construed to excuse the applicable Issuing Bank Lender from liability to the Borrower Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower Borrowers to the extent permitted by applicable law) suffered by the Borrower Borrowers that are caused by the such Issuing Bank's Lender’s gross negligence or wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it . It is further understood and agreed that the applicable Issuing Bank Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit issued by such Issuing Lender (i) the such Issuing Bank's Lender’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence or willful misconduct of the such Issuing BankLender.

Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above of the Applicant under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed paid strictly in accordance with the terms of this Agreement, Agreement under any and all circumstances whatsoever, and irrespective of: including, without limitation: (i) any lack of validity validity, enforceability or enforceability legal effect of any Letter of Credit this Agreement or any Loan Related Document, or any term or provision herein or therein; ; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions payment against presentation of any draft, demand or claim for payment under the Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented for purposes of drawing under a the Letter of Credit proving (a “Drawing Document”) that does not comply in whole or in part with the terms of the Letter of Credit or which proves to be forged, fraudulent, forged or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; , or which is signed, issued or presented by a Person (v) payment by the Issuing Bank under or a Letter of Credit against presentation of a draft or other document that does not comply with the terms transferee of such Person) purporting to be a successor or transferee of the beneficiary of the Letter of Credit; and (viiii) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any Bank or any of their respective branches or affiliates being the beneficiary of the Letter of Credit; (iv) the Issuing Bank or any correspondent honoring a drawing against a Drawing Document up to the amount available under the Letter of Credit even if such Drawing Document claims an amount in excess of the amount available under the Letter of Credit; (v) the existence of any claim, set-off, defense or other person right that the Applicant or any other event Person may have at any time against any beneficiary, any assignee of proceeds, the Administrative Agent, any Bank or any other Person; (vi) the Issuing Bank or any correspondent having previously paid against fraudulently signed or presented Drawing Documents (whether or not the Applicant shall have reimbursed the Issuing Bank for such drawing); and (vii) any other event, circumstance or conduct whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Sectionparagraph, constitute a legal or equitable defense to or discharge of, or provide a right of set-off against, the Borrower's Applicant’s obligations hereunder. Without limiting hereunder (whether against the generality of Administrative Agent, any Bank, the foregoingbeneficiary or any other Person); provided, it is expressly understood and agreed however, that the absolute and unconditional obligation of the Borrower hereunder subject to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Bank. HoweverSection 9.5 hereof, the foregoing shall not be construed to excuse exculpate the Issuing Bank from such liability to the Borrower to the extent of any direct damages (Applicant as opposed to consequential damages, claims may be finally judicially determined in respect of which are hereby waived an independent action or proceeding brought 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that Applicant against the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any following payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented Applicant’s obligations under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bankthis Agreement.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 ’s gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's obligations of the Originator and Seller hereunder, and the rights of the Trustee, as assignee of the Issuer, in and to reimburse L/C Disbursements as provided in paragraph (e) above all amounts payable by the Originator or the Seller hereunder, shall be absolute, absolute and unconditional and irrevocableshall not be subject to any abatement, reduction, setoff, defense, counterclaim or recoupment whatsoever, including, without limitation, abatements, reductions, setoffs, defenses, counterclaims or recoupments due or alleged to be due to, or by reason of, any past, present or future claims which the Originator or the Seller may have against the Servicer, the Issuer, the Insurer, the Trustee, and any holder of the Notes or any other Person for any reason whatsoever; nor, except as otherwise expressly provided herein, shall this Assignment and Servicing Agreement terminate, or the respective obligations of the Issuer, the Originator, the Seller or the Servicer be performed strictly in accordance with the terms of this Agreementotherwise affected, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability by reason of any Letter defect in any Lease or in any unit of Credit Equipment or in the respective rights and interests of the Issuer, the Originator, the Seller, the Insurer and the Trustee therein, or by reason of any Liens with respect to any Lease or any Loan Documentunit of Equipment, or any term failure by the Issuer or provision therein; (ii) the Servicer to perform any amendment of its obligations herein contained, or waiver by reason of any other indebtedness or liability, howsoever and whenever arising, of the Issuer, the Servicer, the Trustee, the Insurer, or any consent to departure from all or any holder of the provisions of any Letter of Credit or any Loan Document; (iii) Notes to the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated withOriginator, the Borrower, any Subsidiary or other Affiliate thereof Seller or any other person may at Person or by reason of any time have insolvency, bankruptcy, or similar proceedings by or against the beneficiary under any Letter of CreditOriginator, the Issuing BankSeller, the Administrative Agent or any Lender Servicer, the Issuer, the Insurer, the Trustee or any other person, whether in connection with this Agreement, Person or for any other Loan Document cause whether similar or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving dissimilar to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, any present or future law to the contrary notwithstanding, it being the intention of the parties hereto that might, but for all obligations of the Originator or the Seller hereunder and all amounts payable by the Originator or the Seller hereunder shall continue to be due and payable in all events and in the manner and at the times herein provided unless and until the obligation to perform or pay the same shall be terminated or limited pursuant to the express provisions of this Section, constitute a legal or equitable discharge of the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood Assignment and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing BankServicing Agreement.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (eSection 2.23(e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of of, or any consent to departure from from, all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary subsidiary or other Affiliate thereof or any other person Person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lendersany Lender, the Administrative Agent or any other person Person or 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 the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the Issuing 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 ’s gross negligence or wilful misconduct willful misconduct, as determined by a court of competent jurisdiction by final and nonappealable judgment, in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (iA) the Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (iiB) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful willful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above of the Applicant under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed paid strictly in accordance with the terms of this Agreement, Agreement under any and all circumstances whatsoever, and irrespective of: including, without limitation: (i) any lack of validity validity, enforceability or enforceability legal effect of any Letter of Credit this Agreement or any Loan Related Document, or any term or provision herein or therein; ; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions payment against presentation of any draft, demand or claim for payment under the Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented for purposes of drawing under a the Letter of Credit proving (a “Drawing Document”) that does not comply in whole or in part with the terms of the Letter of Credit or which proves to be forged, fraudulent, forged or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; , or which is signed, issued or presented by a Person (v) payment by the Issuing Bank under or a Letter of Credit against presentation of a draft or other document that does not comply with the terms transferee of such Person) purporting to be a successor or transferee of the beneficiary of the Letter of Credit; and (viiii) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any Bank or any of their respective branches or affiliates being the beneficiary of the Letter of Credit; (iv) the Issuing Bank or any correspondent honoring a drawing against a Drawing Document up to the amount available under the Letter of Credit even if such Drawing Document claims an amount in excess of the amount available under the Letter of Credit; (v) the existence of any claim, set-off, defense or other person right that the Applicant or any other event Person may have at any time against any beneficiary, any assignee of proceeds, the Administrative Agent, any Bank or any other Person; (vi) the Issuing Bank or any correspondent having previously paid against fraudulently signed or presented Drawing Documents (whether or not the Applicant shall have reimbursed the Issuing Bank for such drawing); and (vii) any other event, circumstance or conduct whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Sectionparagraph, constitute a legal or equitable defense to or discharge of, or provide a right of set-off against, the Borrower's Applicant’s obligations hereunder. Without limiting hereunder (whether against the generality of Administrative Agent, any Bank, the foregoingbeneficiary or any other Person); provided, it is expressly understood and agreed however, that the absolute and unconditional obligation of the Borrower hereunder subject to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Bank. HoweverSection 8.5 hereof, the foregoing shall not be construed to excuse exculpate the Issuing Bank from such liability to the Borrower to the extent of any direct damages (Applicant as opposed to consequential damages, claims may be finally judicially determined in respect of which are hereby waived an independent action or proceeding brought 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that Applicant against the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any following payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented Applicant’s obligations under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bankthis Agreement.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 ’s gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it . It is further understood and agreed that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute gross negligence or wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's To the extent permitted by law, the applicable Guarantor will perform its obligations to reimburse L/C Disbursements as provided under this Agreement regardless of any law now or hereafter in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly effect in accordance with any jurisdiction affecting any of the terms of this Agreement, Agreement or any document delivered in connection with this Agreement or the rights of the Administrative Agent or its permitted assignees with respect thereto. The obligations of each Guarantor under any this Agreement shall be absolute and all circumstances whatsoever, and unconditional irrespective of: (ia) any lack of validity or enforceability or the discharge or disaffirmance (by any Person, including a trustee in bankruptcy) of the Guaranteed Obligations, the Loans, any Letter of Credit Document or any Loan Documentcollateral or any document, or any term other agreement or provision thereininstrument relating thereto; (iib) any exchange, release, discharge or non-perfection of any collateral or any release or amendment or waiver of or any consent to departure from any other guaranty, for all or any of the provisions of any Letter of Credit or any Loan DocumentGuaranteed Obligations; (iiic) any failure to obtain any authorization or approval from or other action by, or to notify or file with, any governmental authority or regulatory body required in connection with the existence performance of such obligations by the Borrower or any Guarantor; or (d) any impossibility or impracticality of performance, illegality, force majeure, any act of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof government or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, which might constitute a legal or equitable defense available to, or a discharge of the Borrower's obligations hereunder. Without limiting the generality of the foregoingof, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder or any Guarantor, or any other circumstance, event or happening whatsoever, whether foreseen or unforeseen and whether similar or dissimilar to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Bankanything referred to above in this Section 9.3. However, the foregoing Each Guarantor further agrees that its obligations under this Agreement shall not be construed limited by any valuation or estimation made in connection with any proceedings involving the Borrower or any Guarantor filed under the U.S. Bankruptcy Code of 1978, as amended (the “Bankruptcy Code”), whether pursuant to excuse Section 502 of the Issuing Bank from liability Bankruptcy Code or any other Section thereof. Each Guarantor further agrees that the Administrative Agent shall be under no obligation to marshal any assets in favor of or against or in payment of any or all of the Guaranteed Obligations. Each Guarantor further agrees that, to the extent that a payment or payments are made by or on behalf of the Borrower to the extent of Administrative Agent, which payment or payments or any direct damages (as opposed part thereof are subsequently invalidated, declared to consequential damagesbe fraudulent or preferential, claims in respect of which are hereby waived by set aside and/or required to be repaid to the Borrower Borrower, the estate, trustee, receiver or any other party relating to the Borrower, including, without limitation, any Guarantor, under any bankruptcy law, state, or federal law, common law or equitable cause then, to the extent permitted of such payment or repayment, the Guaranteed Obligations or part thereof which had been paid, reduced or satisfied by applicable law) suffered by such amount shall be reinstated and continued in full force and effect as of the Borrower that are caused by the Issuing Bank's gross negligence date such initial payment, reduction or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless satisfaction occurred. The obligations of any notice or information to the contrary and, in making any payment Guarantor under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit this Agreement shall not be discharged except by performance as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bankprovided herein.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the Issuing 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 ’s gross negligence negligence, bad faith or wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it . It is further understood and agreed that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence or willful misconduct of the Issuing Bank.

Obligations Absolute. The Borrower's Borrowers’ obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the BorrowerBorrowers, any other party guaranteeing, or otherwise obligated with, the BorrowerBorrowers, any Subsidiary or other Affiliate thereof or any other person Person may at any time have against the beneficiary under any Letter of Credit, the any Issuing Bank, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the any Issuing Bank, the Lenders, the Administrative Agent or any other person Person or 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 the Borrower's Borrowers’ obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower Borrowers hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the any Issuing Bank, the Administrative Agent or any Lender. However, the foregoing shall not be construed to excuse the any Issuing Bank from liability to the Borrower Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower Borrowers to the extent permitted by applicable law) suffered by the Borrower Borrowers that are caused by the such Issuing Bank's ’s gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the an Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the an Issuing Bank.

Obligations Absolute. The Borrower's obligations ’s obligation to reimburse L/C LC Disbursements as provided in paragraph (e) above of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, Agreement under any and all circumstances whatsoever, whatsoever and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Documentthis Agreement, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Documentthis Agreement; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person Person may at any time have against the beneficiary under any Letter of Credit, the any Issuing Bank, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the any Issuing Bank, the Lenders, the Administrative Agent or any other person Person or 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 the Borrower's ’s obligations hereunder. Without limiting Neither the generality Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder, including any of the foregoingcircumstances specified in clauses (i) through (vi) above, it is expressly understood and agreed that as well as any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the absolute and unconditional obligation control of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the such Issuing Bank. However, ; provided that the foregoing shall not be construed to excuse the any 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 such Issuing Bank's gross negligence or wilful misconduct ’s failure to exercise the agreed standard of care (as set forth below) in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; . The parties hereto expressly agree that each Issuing Bank shall have exercised the agreed standard of care in the absence of gross negligence or willful misconduct on the part of such Issuing Bank, except to the extent that applicable law requires a different standard of care. Without limiting the generality of the foregoing, it is understood that the an Issuing Bank may accept documents that appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary andcontrary, and may make payment upon presentation of documents that appear on their face to be in making any payment under any Letter substantial compliance with the terms of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit; provided that such Issuing Bank shall have the right, whether or in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the amount due to the beneficiary thereunder equals the amount terms of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing BankCredit.

Obligations Absolute. The obligations of each Guarantor under this Guaranty are those of a primary obligor, and not merely a surety, are independent of the obligations of the Guaranteed Parties, and shall not be affected by any: (a) change in the manner, place or terms of payment of (including the currency thereof), and/or change or extension of the time of payment of, or renewal or modification of, any of the Guaranteed Obligations, any security or guarantee therefor, or any liability incurred directly or indirectly in respect thereof; provided, that this Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or modified; (b) sale, exchange, release, surrender, realization upon, failure to perfect any Lien or security interest in, or other alteration in any manner and in any order of any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof and for offset thereagainst; (c) settlement or compromise of any of the Guaranteed Obligations, any security or guarantee therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, or subordination of the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrower's obligations ; (d) actions or failures to reimburse L/C Disbursements as provided act in paragraph any manner referred to in this Guaranty which may deprive such Guarantor of its right to subrogation against the Borrower or any other Person to recover full indemnity for any payments made pursuant to this Guaranty; (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability failure of any Letter of Credit Guaranteed Party to assert any claim or demand or to enforce any right or remedy against the Borrower or any Loan Document, guarantor or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of successor thereto under the provisions of any Letter of the Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document Document, any Secured Hedge Agreement, any Cash Management Agreement or any other related or unrelated agreement or transaction;otherwise; or (ivf) any draft rescission, waiver, extension, renewal, amendment or other document presented under a Letter modification of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the terms or provisions of this Sectionthe Credit Agreement, constitute a legal or equitable discharge of the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement Loan Document, any Secured Hedge Agreement, any Cash Management Agreement, any guarantee or any other document presented instrument or agreement executed pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bankthereto.

Obligations Absolute. The Borrower's joint and several obligations of the Borrowers to reimburse L/C Disbursements each Issuing Bank for drawings honored under a Letter of Credit issued by such Issuing Bank, together with interest as provided in paragraph (e) above herein provided, and the obligations of the Lenders under Section 3.6 shall be absolute, unconditional and irrevocable, irrevocable and shall be performed paid strictly in accordance with the terms of this Agreement, without any reduction or deduction whatsoever, including any reduction or deduction for any set-off, recoupment or counterclaim, under any and all circumstances whatsoever, and irrespective ofincluding the following circumstances: (ia) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision thereinCredit; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iiib) the existence of any claim, setoffset-off, defense or other right that the Borrower, which any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof Borrower or any other person Affiliate of any Borrower may have at any time have against the a beneficiary under or any transferee of any Letter of CreditCredit (or any Persons for whom any such beneficiary or transferee may be acting), the applicable Issuing Bank, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document the transactions contemplated herein or any other related or unrelated agreement or transaction; (ivc) any draft draft, demand, certificate or any other document documents presented under a any Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (vd) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (e) payment by the applicable Issuing Bank under a any Letter of Credit against presentation of a demand, draft or certificate or other document that which does not comply with the terms of such Letter of Credit; and Credit (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, provided that might, but for the provisions of this Section, constitute a legal or equitable discharge of the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Bank. However, the foregoing shall not be construed to excuse the Issuing Bank from liability to the any 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 any Borrower that are caused by the Issuing Bank's gross negligence or wilful misconduct in ’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless ); (f) failure of any notice or information to the contrary and, in making any payment drawing under any a Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of any drawing; or (ig) the fact that an Event of Default or Unmatured Event of Default shall have occurred and be continuing; provided that no payment by a Borrower or a Lender to any Issuing Bank shall constitute a waiver or release by such Borrower or such Lender of any right it may have against such Issuing Bank's exclusive reliance on , including, in the case of a Borrower, a claim that such Issuing Bank acted with willful misconduct or gross negligence as determined by a court of competent jurisdiction in determining whether documents presented to it under such a Letter of Credit as to any and all matters set forth therein, including reliance on complied with the amount terms of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Each Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the any Borrower, any other party guaranteeing, or otherwise obligated with, the any Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the a Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower Borrowers hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Bank. However, the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower Borrowers to the extent permitted by applicable law) suffered by the Borrower Borrowers that are caused by the Issuing Bank's ’s gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to reimburse L/C Disbursements as provided in paragraph clauses (eiv), (v) and (vi) above shall be absolute, unconditional and irrevocable, irrevocable and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and Agreement irrespective of: of (A) (i) any lack the invalidity or unenforceability of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the Issuing Banksufficiency of any such instrument), the Administrative Agent or any Lender or modification to any other personprovision of any of the foregoing, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (ivii) any draft or other document presented under a Letter of Credit proving to be being forged, fraudulent, invalid invalid, insufficient or insufficient inaccurate in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not failing to comply with the terms of such Letter of Credit; and Credit or (viiii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of the Issuing BankL/C Issuer, the LendersAgent, the Administrative Agent any Lender or any other person Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Sectionclause (vii), constitute a legal or equitable discharge of the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional any obligation of the Borrower hereunder or any Revolving Lender hereunder. No provision hereof shall be deemed to reimburse waive or limit the Borrower’s right to seek repayment of any payment of any L/C Disbursements will not be excused by Reimbursement Obligations from the gross negligence or wilful misconduct L/C Issuer under the terms of the Issuing 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 L/C Reimbursement Agreement or applicable law) suffered by the Borrower that are caused by the Issuing Bank's gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense (other than payment of the relevant obligation in full in cash) or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any a Subsidiary or other Affiliate thereof or any other person Person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this SectionSection 2.23, constitute a legal or equitable discharge of the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the Issuing 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 ’s gross negligence or wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it . It is further understood and agreed that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence or willful misconduct of the Issuing Bank.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 ’s gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it . It is further understood and agreed that the Issuing Bank may accept accent documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute gross negligence or wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Each Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the any Borrower, any other party guaranteeing, or otherwise obligated with, the such Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the applicable Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the an Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the any Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the each Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the an Issuing Bank. However, the foregoing shall not be construed to excuse the an Issuing Bank from liability to the any Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the each Borrower to the extent permitted by applicable law) suffered by the any Borrower that are caused by the an Issuing Bank's gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the an Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary investigation and, in making any payment under any Letter of Credit (i) the an Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the an Issuing Bank.

Obligations Absolute. The Borrower's obligations Revolving Borrowers’ obligation to reimburse L/C LC Disbursements as provided in paragraph (ef) above shall be of this Section 2.04 is absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, Agreement under any and all circumstances whatsoever, whatsoever and irrespective of: of (i) any lack of validity or enforceability of any Letter of Credit Credit, this Agreement or any other Loan Document, or any term or provision herein or therein; , (ii) any amendment exchange, change, waiver or waiver release of any Collateral for, or any other Person’s guarantee of or any consent to departure from all or other liability for, any of the provisions of any Letter of Credit or any Loan Document; Secured Obligations, (iii) the existence of any claim, setoffset-off, defense or other right that which the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof Revolving Borrowers or any other person Lender may have at any time have against the a beneficiary under or any transferee of any Letter of CreditCredit (or any Persons for whom any such transferee may be acting), the any Issuing Bank, the Administrative Agent or any Lender or any other personPerson or, in the case of a Lender, against the Revolving Borrowers, whether in connection with this Agreementherewith, any other Loan Document the transactions contemplated herein or any other related unrelated transaction (including any underlying transaction between Bidco or unrelated agreement one or transaction; more of its Subsidiaries and the beneficiary for which any Letter of Credit was procured), (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; , (v) payment by the an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit (provided that the Revolving Borrowers shall not be obligated to reimburse such LC Disbursements unless payment is made against presentation of a draft or other document that at least substantially complies with the terms of such Letter of Credit; and ), (vi) any other act adverse change in the business, operations, properties, assets, condition (financial or omission to act otherwise) or delay prospects of Holdings or any kind of the Issuing Bank, the Lenders, the Administrative Agent its subsidiaries; (vii) any breach hereof or any other person Loan Document by any party hereto or thereto, (viii) the fact that an Event of Default or a Default shall have occurred and be continuing, or (ix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this SectionSection 2.04, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower's Revolving Borrowers’ obligations hereunder. Without limiting As between the generality Revolving Borrowers and any Issuing Bank, the Revolving Borrowers assume all risks of the acts and omissions of, or misuse of the Letters of Credit issued by such Issuing Bank and the proceeds thereof, by the respective beneficiaries of such Letters of Credit or any assignees or transferees thereof. In furtherance and not in limitation of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation none of the Borrower hereunder Administrative Agent, the Lenders, the Issuing Banks or any of their Related Parties shall have any liability or responsibility for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to reimburse L/C Disbursements will not be excused in any or all respects invalid, insufficient, inaccurate, fraudulent or forged other than to confirm such documents comply with the terms of such Letter of Credit; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) its honor of any presentation under a Letter of Credit that appears on its face to substantially comply with the terms and conditions of such Letter of Credit; (v) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder); (vi) errors in interpretation of technical terms; (vii) any loss or delay in the transmission of any document required in order to make a drawing under any such Letter of Credit; (viii) the misapplication by the gross negligence beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or wilful misconduct (ix) any consequences arising from causes beyond the control of the Issuing Bank, including any act by a Governmental Authority and fluctuation in currency exchange rates. HoweverNone of the above shall affect or impair, or prevent the foregoing vesting of, any of the Issuing Bank’s rights or powers hereunder or place the Issuing Bank under any liability to the Revolving Borrowers or any other Person. Notwithstanding the foregoing, none of the above shall not be construed to excuse the any Issuing Bank from liability to the Borrower Revolving Borrowers to the extent of any direct damages (as opposed to consequential special, indirect, consequential, incidental, exemplary or punitive damages, claims in respect of which are hereby waived by the Borrower Revolving Borrowers to the extent permitted by applicable lawRequirements of Law) suffered by the Borrower Revolving Borrowers that are caused by the such Issuing Bank's ’s gross negligence or wilful willful misconduct (as determined by a court of competent jurisdiction in a final, nonappealable judgment) when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that . In furtherance of the Issuing Bank may accept foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, an Issuing Bank 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 contrary andcontrary, or refuse to accept and make payment upon such documents if (notwithstanding the appearance of substantial compliance) such documents are not in making any payment under any Letter strict compliance with the terms of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether and any such acceptance or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, refusal shall be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bankor willful misconduct.

Obligations Absolute. The Borrower's Weyerhaeuser’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the BorrowerWeyerhaeuser, any other party guaranteeing, or otherwise obligated with, the Borrower, Weyerhaeuser or any Subsidiary subsidiary or other Affiliate affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing any Fronting Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing any Fronting Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing any Fronting Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's Weyerhaeuser’s obligations hereunder. Without limiting the generality of the foregoing; provided, it is expressly understood and agreed however, that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Bank. However, the foregoing shall not be construed to excuse the Issuing any Fronting Bank from liability to the Borrower Weyerhaeuser to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower Weyerhaeuser to the extent permitted by applicable law) suffered by the Borrower Weyerhaeuser that are caused by the Issuing such Fronting Bank's ’s gross negligence or wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it . It is understood that the Issuing any Fronting Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing applicable Fronting Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful willful misconduct or gross negligence of the Issuing such Fronting Bank.

Obligations Absolute. The obligations of each Guarantor under this -------------------- Guaranty are those of a primary obligor, and not merely a surety, are independent of the obligations of the Guaranteed Parties, and shall not be affected by any: (a) change in the manner, place or terms of payment of (including the currency thereof), and/or change or extension of the time of payment of, or renewal or modification of, any of the Guaranteed Obligations, any security or guarantee therefor, or any liability incurred directly or indirectly in respect thereof; provided, that this Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or modified; (b) sale, exchange, release, surrender, realization upon, failure to perfect any security interest in, or other alteration in any manner and in any order of any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof and for offset thereagainst; (c) settlement or compromise of any of the Guaranteed Obligations, any security or guarantee therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, or subordination of the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrower's obligations ; (d) actions or failures to reimburse L/C Disbursements as provided act in paragraph any manner referred to in this Guaranty which may deprive such Guarantor of its right to subrogation against the Borrower to recover full indemnity for any payments made pursuant to this Guaranty; (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability failure of any Letter of Credit Guaranteed Party to assert any claim or demand or to enforce any right or remedy against the Borrower or any Loan Document, guarantor or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of successor thereto under the provisions of any Letter of the Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction;otherwise; or (ivf) any draft rescission, waiver, extension, renewal, amendment or other document presented under a Letter modification of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the terms or provisions of this Sectionthe Credit Agreement, constitute a legal or equitable discharge of the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement Loan Document, any guarantee or any other document presented instrument or agreement executed pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bankthereto.

Obligations Absolute. The Borrower's To the extent permitted by law, the Servicer Performance Guarantor will perform its obligations to reimburse L/C Disbursements as provided under this Performance Guaranty regardless of any Law now or hereafter in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly effect in accordance with any jurisdiction affecting any of the terms of this Agreement, Performance Guaranty or any document delivered in connection with this Performance Guaranty or the rights of Beneficiary with respect thereto. The obligations of the Servicer Performance Guarantor under any this Performance Guaranty shall be absolute and all circumstances whatsoever, and unconditional irrespective of: (i) any lack of validity or enforceability or the discharge or disaffirmance (by any Person, including a trustee in bankruptcy) of the Guaranteed Servicer Obligations, the Servicing Agreement, any Letter of Credit collateral or other assets or any Loan Document, document or any term other agreement or provision thereininstrument relating to any of the foregoing; (ii) any exchange, release or non-perfection of any collateral or any release or amendment or waiver of or any consent to departure from any other guaranty, for all or any of the provisions of any Letter of Credit or any Loan DocumentGuaranteed Servicer Obligations; (iii) the existence of any claim, setoff, defense setoff or other right rights that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person Servicer Performance Guarantor may have at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent Servicer or Beneficiary in connection herewith or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft failure to obtain any authorization or approval from or other document presented under a Letter action by, or to notify or file with, any Governmental Authority or regulatory body required in connection with the performance of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respectsuch obligations by the Servicer; (v) payment by any impossibility or impracticality of performance, illegality, force majeure, any act of any Governmental Authority or any other circumstance which might constitute a legal or equitable defense available to, or a discharge of, the Issuing Bank under a Letter of Credit against presentation of a draft Servicer or the Servicer Performance Guarantor, or any other document that does not comply with the terms of such Letter of Creditcircumstance, event or happening whatsoever, whether foreseen or unforeseen and whether similar or dissimilar to anything referred to above in this Performance Guaranty; andor (vi) any other act or omission to act or delay of any kind failure of the Issuing BankServicer to perform the agreements and undertakings set forth in Article III hereof, including, for the Lendersavoidance of doubt, paying the Administrative Agent Servicer Performance Guarantor the Fee specified herein. The Servicer Performance Guarantor further agrees that its obligations under this Performance Guaranty shall not be limited by any valuation or estimation made in connection with any proceedings involving the Servicer or the Servicer Performance Guarantor filed under the Bankruptcy Code, whether pursuant to Section 502 of the Bankruptcy Code or any other person Section thereof. The Servicer Performance Guarantor further agrees that Beneficiary shall not be under any obligation to marshal any assets in favor of or against or in payment of any or all of the Guaranteed Servicer Obligations. The Servicer Performance Guarantor further agrees that, to the extent that a payment or payments are made by or on behalf of the Servicer, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to the Servicer or the estate, trustee, receiver or any other event party relating to the Servicer, including the Servicer Performance Guarantor, under any bankruptcy law, state or circumstance whatsoeverfederal law, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal common law or equitable discharge of the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Bank. However, the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower cause then to the extent of any direct damages (such payment or repayment, the Guaranteed Servicer Obligations or part thereof which had been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under date such Letter of Credit with the terms thereof shallinitial payments, in each case, be deemed not to constitute wilful misconduct reduction or gross negligence satisfaction occurred. The obligations of the Issuing BankServicer Performance Guarantor under this Performance Guaranty shall not be discharged except by performance as provided herein.

Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the Issuing 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 wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful willful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's obligations ’s obligation to reimburse L/C LC Disbursements as provided in paragraph (e) above of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, Agreement under any and all circumstances whatsoever, whatsoever and irrespective of: of (i) any lack of validity or enforceability of any Letter of Credit or any Loan Documentthis Agreement, or any term or provision therein; , (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; , (viii) payment by the any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit; and Credit (vi) any other act or omission so long as the documents presented appear on their face to act or delay of any kind be in substantial compliance with the terms of the Issuing BankLetter of Credit), the Lenders, the Administrative Agent or any other person or (iv) 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 ’s obligations hereunder. Without limiting Neither the generality Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the foregoingcircumstances referred to in the preceding sentence), it is expressly understood and agreed that or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the absolute and unconditional obligation control of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the relevant Issuing Bank. However, ; provided that the foregoing shall not be construed to excuse the such Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive 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 such Issuing Bank's gross negligence or wilful misconduct in ’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that . The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the relevant Issuing Bank may accept (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents that presented which appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, the Issuing Bank 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 contrary andcontrary, or refuse to accept and make payment upon such documents if such documents are not in making any payment under any Letter strict compliance with the terms of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above of the Account Party under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed paid strictly in accordance with the terms of this AgreementAgreement (as the same may be amended from time to time) under all circumstances, under any and all circumstances whatsoeverincluding, and irrespective ofwithout limitation, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit this Agreement or any Loan Document, of the Security Documents or Related Documents or any term document or provision thereinagreement delivered in connection therewith; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Account Party in respect of the Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit Loan Documents or the Related Documents or any Loan Documentdocument or agreement delivered in connection therewith; (iii) the existence of any claim, setoffset-off, defense or other right that which the Borrower, Account Party may have at any other party guaranteeing, or otherwise obligated withtime against the Paying Agent, the Borrower, any Subsidiary or other Affiliate thereof Trustee or any other person may at beneficiary, or any time have against transferee, of the beneficiary under any Letter of CreditCredit (or any persons or entities for whom the Paying Agent, the Trustee, any such beneficiary or any such transferee may be acting), the Agent, the Issuing Bank, the Administrative Agent or any Lender or any other personperson or entity, whether in connection with this Agreement, the transactions contemplated in any other of the Loan Document Documents or the Related Documents, or any other related or unrelated agreement or transaction; (iv) any draft statement or any other document presented under a the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respectrespect except to the extent that a court of competent jurisdiction shall determine that the Issuing Bank shall have engaged in gross negligence or willful misconduct with respect thereto; (v) payment by the Issuing Bank under a the Letter of Credit against presentation of a draft or other document that certificate which does not comply with the terms of such the Letter of Credit; and, except to the extent that a court of competent jurisdiction shall determine that the Issuing Bank shall have engaged in gross negligence or willful misconduct with respect thereto; (vi) any other act exchange of, release of or omission to act or delay non-perfection of any kind interest in any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the Issuing Bank, obligations of the Lenders, Account Party in respect of the Administrative Agent or Letter of Credit; or (vii) any other person circumstance or any other event or circumstance happening 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 the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's obligations ’s obligation to reimburse L/C LC Disbursements as provided in paragraph (e) above of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, Agreement under any and all circumstances whatsoever, whatsoever and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Documentthis Agreement, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Documentthis Agreement; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person Person may at any time have against the beneficiary under any Letter of Credit, the Issuing BankLender, the Administrative Paying Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document Agreement or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank Lender under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing BankLender, the Lenders, the Administrative Paying Agent or any other person Person or 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 the Borrower's ’s obligations hereunder. Without limiting Neither the generality Paying Agent, the Lenders nor the Issuing Lender, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder, including any of the foregoingcircumstances specified in clauses (i) through (vi) above, it is expressly understood and agreed that as well as any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct control of the Issuing Bank. However, Lender; provided that the foregoing shall not be construed to excuse the Issuing Bank Lender 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 wilful misconduct Lender’s failure to exercise the agreed standard of care (as set forth below) in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; . The parties hereto expressly agree that the Issuing Lender shall have exercised the agreed standard of care in the absence of gross negligence or willful misconduct on the part of the Issuing Lender. Without limiting the generality of the foregoing, it is understood that the Issuing Bank Lender may accept documents that appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary andcontrary, and may make payment upon presentation of documents that appear on their face to be in making any payment under any Letter substantial compliance with the terms of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit; provided that the Issuing Lender shall have the right, whether or in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the amount due to the beneficiary thereunder equals the amount terms of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing BankCredit.

Obligations Absolute. The applicable Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the applicable Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, either Borrower or any Subsidiary subsidiary or other Affiliate affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Fronting Bank, the Administrative Agent or any Lender Bank or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Fronting Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Fronting Bank, the LendersBanks, the Administrative Agent or any other person or 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 the applicable Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower Borrowers hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Fronting Bank. However, the foregoing shall not be construed to excuse the Issuing Fronting Bank from liability to the applicable Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the applicable Borrower to the extent permitted by applicable law) suffered by the applicable Borrower that are caused by the Issuing Fronting Bank's gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Fronting Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Fronting Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Fronting Bank.

Obligations Absolute. The Borrower's Guarantor agrees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting the Guaranteed Obligations, any of the terms of the Loan Documents or the rights of the Lender or any other Person with respect thereto. The obligations to reimburse L/C Disbursements as provided in paragraph (e) above of the Guarantor hereunder shall be absolute, unconditional and irrevocable, and shall be performed strictly irrespective of any of the following: (a) Any lack of genuineness, legality, validity, enforceability or allowability (in accordance a bankruptcy, insolvency, reorganization or similar proceeding, or otherwise), or any avoidance or subordination, in whole or in part, of any Loan Document or any of the Guaranteed Obligations. (b) Any increase, decrease or change in the amount, nature, type or purpose of any of the Guaranteed Obligations (whether or not contemplated by the Loan Documents as presently constituted); any change in the time, manner, method or place of payment or performance of, or in any other term of, any of the Guaranteed Obligations; any execution or delivery of any additional Loan Documents; or any amendment, modification or supplement to, or refinancing or refunding of, any Loan Document or any of the Guaranteed Obligations. (c) Any failure to assert any breach of or default under any Loan Document or any of the Guaranteed Obligations; any extensions of credit in excess of the amount committed under or contemplated by the Loan Documents, or in circumstances in which any condition to such extensions of credit has not been satisfied; any other exercise or non-exercise, or any other failure, omission, breach, default, delay or wrongful action in connection with any exercise or non-exercise, of any right or remedy against the terms Borrower or any other Person under or in connection with any Loan Document or any of the Guaranteed Obligations; any refusal of payment or performance of any of the Guaranteed Obligations, whether or not with any reservation of rights against the Guarantor; or any application of collections (including but not limited to collections resulting from realization upon any direct or indirect security for the Guaranteed Obligations) to other obligations, if any, not entitled to the benefits of this Agreement, under in preference to Guaranteed Obligations entitled to the benefits of this Agreement, or if any and all circumstances whatsoevercollections are applied to Guaranteed Obligations, and irrespective of:any application to particular Guaranteed Obligations. (id) any lack of validity Any taking, exchange, amendment, modification, supplement, termination, subordination, release, loss or enforceability of any Letter of Credit or any Loan Documentimpairment of, or any term failure to protect, perfect, or provision therein;preserve the value of, or any enforcement of, realization upon, or exercise of rights or remedies under or in connection with, or any failure, omission, breach, default, delay or wrongful action by the Lender or any other Person in connection with the enforcement of, realization upon, or exercise of rights or remedies under or in connection with, or any other action or inaction by the Lender or any other Person in respect of, any direct or indirect security for any of the Guaranteed Obligations. As used in this Agreement, "direct or indirect security" for the Guaranteed Obligations, and similar phrases, includes but is not limited to any collateral security, guaranty, suretyship, letter of credit, capital maintenance agreement, put option, subordination agreement or other right or arrangement of any nature providing direct or indirect assurance of payment or performance of any of the Guaranteed Obligations, made or on behalf of any Person. (iie) any amendment Any merger, consolidation, liquidation, dissolution, winding-up, charter revocation or waiver forfeiture, or other change in, restructuring or termination of the corporate structure or existence of, the Borrower or any consent other Person; any bankruptcy, insolvency, reorganization or similar proceeding with respect to departure from all the Borrower or any other Person; or any action taken or election made by the Lender (including but not limited to any election under Section 1111(b)(2) of the United States Bankruptcy Code), the Borrower or any other Person in connection with any such proceeding. (f) Any defense, setoff or counterclaim (excluding only the defense of full, strict and indefeasible payment and performance), which may at any time be available to or be asserted by the Borrower or any other Person with respect to any Loan Document or any of the provisions of any Letter of Credit Guaranteed Obligations; or any Loan Document; (iii) discharge by operation of law or release of the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof Borrower or any other person may at Person from the performance or observance of any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction;of the Guaranteed Obligations. (ivg) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or any Any other event or circumstance whatsoevercircumstance, whether similar or not similar dissimilar to any of the foregoing, that mightand whether known or unknown, but for the provisions of this Section, which might otherwise constitute a legal defense available to, or equitable discharge limit the liability of, the Guarantor, a guarantor or a surety, excepting only full, strict and indefeasible payment and performance of the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 Guaranteed Obligations 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bankfull.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lendersany Lender, the Administrative Agent or any other person or 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 the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the Issuing Bank. However, the The foregoing shall not not, however, 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 ’s gross negligence or wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it . It is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence or willful misconduct of the Issuing Bank.

Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above obligations, covenants, agreements and duties of the Guarantor under this Guaranty shall not be absolutereleased, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity affected or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or impaired by any of the provisions following whether or not undertaken with notice to or consent of the Guarantor: (a) any Letter assignment or transfer, in whole or in part, of Credit the Loans made to the Borrowing Subsidiaries or any the Loan Document; (iii) Agreements although made without notice to or consent of the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeingGuarantor, or otherwise obligated with(b) any waiver by any Bank or the Agent, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or by any other person, whether of the performance or observance by any of the Borrowing Subsidiaries of any of the agreements, covenants, terms or conditions contained in the Loan Agreements, or (c) any indulgence in or the extension of the time for payment by any of the Borrowing Subsidiaries of any amounts payable under or in connection with this Agreementthe Loan Agreements, or of the time for performance by any of the Borrowing Subsidiaries of any other obligations under or arising out of the Loan Document Agreements, or the extension or renewal thereof, or (d) the modification, amendment or waiver (whether material or otherwise) of any duty, agreement or obligation of any of the Borrowing Subsidiaries set forth in the Loan Agreements (the modification, amendment or waiver from time to time of the Loan Agreements being expressly authorized without further notice to or consent of the Guarantor), or (e) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of any of the Borrowing Subsidiaries, or any other related or unrelated agreement or transaction; (iv) any draft receivership, insolvency, bankruptcy, reorganization, or other document presented under a Letter similar proceedings, affecting any of Credit proving to be forged, fraudulent, invalid or insufficient in any respect the Borrowing Subsidiaries or any statement therein being untrue of their assets, or inaccurate (f) the merger or consolidation of any of the Borrowing Subsidiaries or the Guarantor with any other person, or (g) the release or discharge of any of the Borrowing Subsidiaries or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any respect; the Loan Agreements, by operation of law, or (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vih) any other act cause whether similar or omission dissimilar to act the foregoing which would release, affect or delay of any kind impair the obligations, covenants, agreements or duties of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's obligations Guarantor hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of of, or any consent to departure from from, all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lendersany Lender, the Administrative Agent or any other person or 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 the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the Issuing 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 ’s gross negligence or wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful willful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person Person may at any time have against the beneficiary under any Letter of Credit, the applicable Issuing Bank, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the applicable Issuing Bank, the Lenders, the Administrative Agent or any other person Person or 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 the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the applicable Issuing Bank. However, the foregoing shall not be construed to excuse the such 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 determined in a final, non-appealable decision of a court of competent jurisdiction to have resulted from such Issuing Bank's ’s gross negligence or wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it . It is further understood and agreed that the applicable Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit issued by such Issuing Bank, (i) the such Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence or willful misconduct of the such Issuing Bank.

Obligations Absolute. The Each Borrower hereby waives, for the benefit of Beneficiaries, to the maximum extent permitted by applicable law: (a) any right to require any Beneficiary, as a condition of payment or performance by such Borrower's obligations , to reimburse L/C Disbursements as provided (i) proceed against any other Borrower, any Guarantor of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from any other Borrower, any Guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in paragraph favor of any other Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any other Borrower or any Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any other Borrower or any Guarantor from any cause other than payment in full of the Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Obligations, except behavior which amounts to gross negligence, willful misconduct or bad faith or failure to duly credit to Borrowers payments actually received by Lenders in full satisfaction of the Obligations (and which payments are not being contested or subject to ongoing proceedings for or an order directing disgorgement or reimbursement to Borrowers); (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity principles or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit law, statutory or any Loan Document; (iii) the existence of any claimotherwise, setoff, defense which are or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether might be in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply conflict with the terms of such Letter of Credit; and (vi) hereof and any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the such Borrower's ’s obligations hereunder. Without limiting , (ii) the generality benefit of any statute of limitations affecting such Borrower’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims (except after payment in full of the foregoingObligations, it is expressly understood which payments are not being contested or subject to ongoing proceedings for or an order directing disgorgement or reimbursement to Borrowers), and agreed (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default under this Agreement, the absolute and unconditional obligation Secured Hedge Agreements, the Secured Bank Product Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower hereunder Obligations or any agreement related thereto, notices of any extension of credit to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct Borrowers and notices of any of the Issuing Bank. Howevermatters referred to in Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, 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 or 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply may conflict with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be hereof (other than payment in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect full of the documents presented under such Letter of Credit with the terms thereof shallObligations, in each case, be deemed which payments are not being contested or subject to constitute wilful misconduct ongoing proceedings for or gross negligence of the Issuing Bankan order directing disgorgement or reimbursement to Borrowers).

Obligations Absolute. The Borrower's obligations of the Borrowers and the Revolving Lenders pursuant to reimburse L/C Disbursements as provided in paragraph clauses (d), (e) and (f) above shall be absolute, unconditional and irrevocable, irrevocable and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and Agreement irrespective of: of (A) (i) any lack the invalidity or unenforceability of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the Issuing Banksufficiency of any such instrument), the Administrative Agent or any Lender or modification to any other personprovision of any of the foregoing, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (ivii) any draft or other document presented under a Letter of Credit proving to be being forged, fraudulent, invalid invalid, insufficient or insufficient inaccurate in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not failing to comply with the terms of such Letter of Credit; and Credit or (viiii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Loan Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 5.02 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Loan Party and (D) any other act or omission to act or delay of any kind of the Issuing BankL/C Issuer, the LendersAdministrative Agent, the Administrative Agent any Lender or any other person Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Sectionclause (vii), constitute a legal or equitable discharge of the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional any obligation of the Borrower hereunder Borrowers or any Revolving Lender hereunder. No provision hereof shall be deemed to reimburse waive or limit the Borrowers’ right to seek repayment of any payment of any L/C Disbursements will not be excused by Reimbursement Obligations from the gross negligence or wilful misconduct L/C Issuer under the terms of the Issuing 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 L/C Reimbursement Agreement or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bankapplicable Law.

Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above obligations, covenants, agreements and duties of the Guarantor under this Guaranty shall not be absolutereleased, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity affected or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or impaired by any of the provisions following whether or not undertaken with notice to or consent of the Guarantor: (a) any Letter assignment or transfer, in whole or in part, of the Loans made to the Borrowing Subsidiaries or the Credit Agreements although made without notice to or any Loan Document; (iii) consent of the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeingGuarantor, or otherwise obligated with(b) any waiver by any Bank or the Agent, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or by any other person, whether of the performance or observance by any of the Borrowing Subsidiaries of any of the agreements, covenants, terms or conditions contained in the Credit Agreements, or (c) any indulgence in or the extension of the time for payment by any of the Borrowing Subsidiaries of any amounts payable under or in connection with this Agreementthe Credit Agreements, or of the time for performance by any of the Borrowing Subsidiaries of any other Loan Document obligations under or arising out of the Credit Agreements, or the extension or renewal thereof, or (d) the modification, amendment or waiver (whether material or otherwise) of any duty, agreement or obligation of any of the Borrowing Subsidiaries set forth in the Credit Agreements (the modification, amendment or waiver from time to time of the Credit Agreements being expressly authorized without further notice to or consent of the Guarantor), or (e) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of any of the Borrowing Subsidiaries, or any other related or unrelated agreement or transaction; (iv) any draft receivership, insolvency, bankruptcy, reorganization, or other document presented under a Letter similar proceedings, affecting any of Credit proving to be forged, fraudulent, invalid or insufficient in any respect the Borrowing Subsidiaries or any statement therein being untrue of their assets, or inaccurate (f) the merger or consolidation of any of the Borrowing Subsidiaries or the Guarantor with any other person, or (g) the release or discharge of any of the Borrowing Subsidiaries or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any respect; the Credit Agreements, by operation of law, or (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vih) any other act cause whether similar or omission dissimilar to act the foregoing which would release, affect or delay of any kind impair the obligations, covenants, agreements or duties of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's obligations Guarantor hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. (a) The Borrower's payment obligations to reimburse L/C Disbursements as provided in paragraph (e) above of AmeriCredit hereunder shall be absolute, unconditional absolute and irrevocableunconditional, and shall be performed paid strictly in accordance with the terms of this Agreement, Agreement under any and all circumstances whatsoever, and irrespective of: of (i) any lack of validity or enforceability of any Letter of Credit or any Loan Documentof, or any term amendment or provision therein; other modifications of, or waiver with respect to, any of the Transaction Documents, the Securities or the Policy; (ii) any amendment exchange or waiver of or any consent to departure from all or any of the provisions release of any Letter of Credit or any Loan Document; other obligations hereunder; (iii) the existence of any claim, setoff, defense defense, reduction, abatement or other right that which any of the BorrowerTrust, any other party guaranteeing, or otherwise obligated withAmeriCredit, the Borrower, Company or Funding Trust may have at any Subsidiary or other Affiliate thereof time against Financial Security or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; Person; (iv) any draft or other document presented under a Letter of Credit in connection with the Policy proving to be forged, fraudulent, invalid or insufficient in any respect respect, including any failure to strictly comply with the terms of the Policy, or any statement therein being untrue or inaccurate in any respect; ; (v) payment any failure of Funding Trust to receive the proceeds from the sale of the Securities; (vii) any breach by the Issuing Bank under a Letter Trust, AmeriCredit, the Company or Funding Trust of Credit against presentation any representation, warranty or covenant contained in any of a draft the Transaction Documents; or other document that does not comply with the terms of such Letter of Credit; and (viviii) any other act circumstances, other than payment in full, which might otherwise constitute a defense available to, or omission to act or delay of any kind of the Issuing Bankdischarge of, the LendersTrust, AmeriCredit, the Administrative Agent Company or any other person or 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 the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 Funding Trust in respect of which any Transaction Document. (b) Each of the Trust, AmeriCredit, the Company and Funding Trust and any and all others who are hereby waived now or may become liable for all or part of the obligations of AmeriCredit, the Company and Funding Trust under this Agreement agrees to be bound by the Borrower this Agreement and (i) to the extent permitted by applicable law, waives and renounces any and all redemption and exemption rights and the benefit of all valuation and appraisement privileges against the indebtedness, if any, and obligations evidenced by any Transaction Document or by any extension or renewal thereof; (ii) suffered waives presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor and notice of protest; (iii) waives all notices in connection with the delivery and acceptance hereof and all other notices in connection with the performance, default or enforcement of any payment hereunder except as required by the Borrower that are caused by the Issuing Bank's gross negligence Transaction Documents; (iv) waives all rights of abatement, diminution, postponement or wilful misconduct in determining whether drafts and deduction, or to any defense other documents presented under a Letter than payment, or to any right of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless setoff or recoupment arising out of any notice or information to the contrary and, in making any payment breach under any Letter of Credit the Transaction Documents, by any party thereto or any beneficiary thereof, or out of any obligation at any time owing to AmeriCredit, the Company or Funding Trust; (iv) the Issuing Bank's exclusive reliance on the documents presented agrees that any consent, waiver or forbearance hereunder with respect to it under an event shall operate only for such Letter of Credit as event and not for any subsequent event; (vi) consents to any and all matters set forth therein, including reliance on extensions of time that may be granted by Financial Security with respect to any payment hereunder or other provisions hereof and to the amount release of any draft presented under such Letter of Creditsecurity at any time given for any payment hereunder, whether or not the amount due any part thereof, with or without substitution, and to the beneficiary thereunder equals release of any Person or entity liable for any such payment; and (vii) consents to the amount addition of such draft any and whether or not all other makers, endorsers, guarantors and other obligors for any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in orderpayment hereunder, and whether to the acceptance of any and all other security for any payment hereunder, and agrees that the addition of any such obligors or security shall not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect affect the liability of the documents presented under such Letter of Credit with parties hereto for any payment hereunder. (c) Nothing herein shall be construed as prohibiting the terms thereof shallTrust, AmeriCredit, the Company or Funding Trust from pursuing any rights or remedies it may have against any Person other than Financial Security in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Banka separate legal proceeding.

Obligations Absolute. The Borrower's obligations of the Guarantors hereunder shall not be discharged or impaired or otherwise diminished by any failure, default, omission, or delay, willful or otherwise, by any Lender, the Paying Agent, or the Borrower or any other obligor on any of the Guarantied Obligations, or by any other act or thing or omission or delay to reimburse L/C Disbursements do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as provided in paragraph (e) above shall be absolutea discharge of any Guarantor as a matter of law or equity, unconditional and irrevocableexcept for, and shall to the extent of, payment and performance of the Guaranteed Obligations. Each of the Guarantors agrees that the Guarantied Obligations will be paid and performed strictly in accordance with the terms of this Agreement, under any the Loan Documents and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's obligations hereunderSpecified Swap Agreements. Without limiting the generality of the foregoing, it is expressly understood each Guarantor hereby consents to, at any time and agreed that from time to time, and the absolute joint and unconditional obligation several obligations of the Borrower each Guarantor hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Bank. However, the foregoing shall not be construed to excuse diminished, terminated, or otherwise similarly affected by any of the Issuing Bank from liability to the Borrower to the extent following: (a) Any lack of genuineness, legality, validity, enforceability or allowability (in a bankruptcy, insolvency, reorganization or similar proceeding, or otherwise), or any avoidance or subordination, in whole or in part, of any direct damages (as opposed to consequential damages, claims in respect Loan Document or any 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 wilful misconduct in determining whether drafts Guarantied Obligations and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice law, regulation or information order now or hereafter in effect in any jurisdiction affecting any of the Guarantied Obligations, any of the terms of the Loan Documents or Specified Swap Agreements, or any rights of the Paying Agent or the Lenders or any other Person with respect thereto; (b) Any increase, decrease, or change in the amount, nature, type or purpose of any of, or any release, surrender, exchange, compromise or settlement of the Guarantied Obligations (whether or not contemplated by the Loan Documents or Specified Swap Agreements as presently constituted); any change in the time, manner, method, or place of payment or performance of, or in any other term of, any of the Guarantied Obligations; any execution or delivery of any additional Loan Documents or Specified Swap Agreements; or any amendment, modification or supplement to, or refinancing or refunding of, any Loan Document or any of the Guarantied Obligations; (c) Any failure to the contrary and, in making assert any payment breach of or default under any Letter Loan Document or any of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter Guarantied Obligations; any extensions of Credit as to any and all matters set forth therein, including reliance on credit in excess of the amount committed under or contemplated by the Loan Documents or Specified Swap Agreements, or in circumstances in which any condition to such extensions of credit has not been satisfied; any other exercise or non-exercise, or any other failure, omission, breach, default, delay, or wrongful action in connection with any exercise or non-exercise, of any draft presented right or remedy against the Borrower or any other Person under such Letter or in connection with any Loan Document or any of Creditthe Guarantied Obligations; any refusal of payment or performance of any of the Guarantied Obligations, whether or not with any reservation of rights against any Guarantor; or any application of collections (including but not limited to collections resulting from realization upon any direct or indirect security for the amount due Guarantied Obligations) to other obligations, if any, not entitled to the beneficiary thereunder equals benefits of this Guaranty, in preference to Guarantied Obligations entitled to the amount benefits of this Guaranty, or if any collections are applied to Guarantied Obligations, any application to particular Guarantied Obligations; (d) Any taking, exchange, amendment, modification, waiver, supplement, termination, subordination, compromise, release, surrender, loss, or impairment of, or any failure to protect, perfect, or preserve the value of, or any enforcement of, realization upon, or exercise of rights, or remedies under or in connection with, or any failure, omission, breach, default, delay, or wrongful action by the Paying Agent or the Lenders, or any of them, or any other Person in connection with the enforcement of, realization upon, or exercise of rights or remedies under or in connection with, or, any other action or inaction by any of the Paying Agent or the Lenders, or any of them, or any other Person in respect of, any direct or indirect security for any of the Guarantied Obligations. As used in this Guaranty, “direct or indirect security” for the Guarantied Obligations, and similar phrases, includes any collateral security, guaranty, suretyship, letter of credit, capital maintenance agreement, put option, subordination agreement, or other right or arrangement of any nature providing direct or indirect assurance of payment or performance of any of the Guarantied Obligations, made by or on behalf of any Person; (e) Any merger, consolidation, liquidation, dissolution, winding-up, charter revocation, or forfeiture, or other change in, restructuring or termination of the corporate structure or existence of, the Borrower or any other Person; any bankruptcy, insolvency, reorganization or similar proceeding with respect to the Borrower or any other Person; or any action taken or election made by the Paying Agent or the Lenders, or any of them (including but not limited to any election under Section 1111(b)(2) of the United States Bankruptcy Code), the Borrower, or any other Person in connection with any such draft proceeding; (f) Any defense, setoff, or counterclaim which may at any time be available to or be asserted by the Borrower or any other Person with respect to any Loan Document or any of the Guarantied Obligations, other than, and to the extent of, payment and performance of the Guaranteed Obligations; or any discharge by operation of law or release of the Borrower or any other Person from the performance or observance of any Loan Document or any of the Guarantied Obligations; and (g) Any other event or circumstance, whether similar or not any document presented pursuant dissimilar to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in orderthe foregoing, and whether known or not unknown, which might otherwise constitute a defense available to, or limit the liability of, any other statement Guarantor, a guarantor or any other document presented a surety, excepting only full, strict, and indefeasible payment and performance of the Guarantied Obligations in full. Each Guarantor acknowledges, consents, and agrees that new Guarantors may join in this Guaranty pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect Section 11.18 of the documents presented under such Letter of Credit with the terms thereof shall, in Agreement and each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing BankGuarantor affirms that its obligations shall continue hereunder undiminished.

Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person Person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person Person or 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 the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 such Issuing Bank's gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's payment obligations of Borrower under this Agreement with respect to reimburse L/C Disbursements as provided in paragraph (e) above the Letters of Credit shall be absolute, unconditional and irrevocable, irrevocable and shall be performed paid strictly in accordance with the terms of this AgreementAgreement under all circumstances, under any and all circumstances whatsoeverincluding, and irrespective ofwithout limitation, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoffset-off, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof which Borrower or any other person of its Qualified Subsidiaries may have at any time have against the beneficiary under any beneficiary, or any transferee, of any Letter of CreditCredit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Issuing BankLender, the Administrative Agent or any Lender Lender, or any other personPerson, whether in connection with this Agreement, any other Loan Document Credit Document, the transactions contemplated herein, or any other related or unrelated agreement or transaction; (ivii) any draft statement or any other document presented under a any Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, except arising from the gross negligence or willful misconduct on the part of the Issuing Lender; (viii) payment by the Issuing Bank Lender under a any Letter of Credit against presentation of a draft or certificate or other document that which does not comply with the terms of such Letter of CreditCredit or is insufficient in any respect, except where such payment constitutes gross negligence or willful misconduct on the part of the Issuing Lender; andor (viiv) any other act circumstances or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing, that might, but except for the provisions of this Section, constitute a legal any such circumstances or equitable discharge of the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the happening constituting gross negligence or wilful willful misconduct on the part of the Issuing BankLender. However, the foregoing The Borrower shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent promptly examine a copy 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 wilful misconduct in determining whether drafts and other documents presented under a each Letter of Credit comply with the terms thereof; that is delivered to it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making the event of any payment under any Letter claim of Credit (i) noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the Issuing Bank's exclusive reliance on the documents presented Lender. The Borrower shall be conclusively deemed to it under have waived any such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of claim against the Issuing BankLender and its correspondents unless such notice is given as aforesaid.

Obligations Absolute. The Each Borrower's obligations ’s obligation to reimburse L/C LC Disbursements as provided in paragraph (e) above of this Section 2.22 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, Agreement under any and all circumstances whatsoever, whatsoever and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Documentthis Agreement, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Documentthis Agreement; (iii) the existence of any claim, setoff, defense or other right that the any Borrower, any other party guaranteeing, or otherwise obligated with, the any Borrower, any Subsidiary or other Affiliate thereof or any other person Person may at any time have against the beneficiary under any Letter of Credit, the Issuing BankLender, the Issuing Agent, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document Agreement or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank Lender under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing BankLender, the Issuing Agent, the Lenders, the Administrative Agent or any other person Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this SectionSection 2.22, constitute a legal or equitable discharge of the any Borrower's ’s obligations hereunder. Without limiting the generality None of the foregoingAdministrative Agent, it is expressly understood the Lenders, the Issuing Lender, the Issuing Agent or any of their Affiliates, directors, officers, employees and agreed that agents, shall have any liability or responsibility by reason of or in connection with the absolute and unconditional obligation issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder, including any of the Borrower hereunder circumstances specified in clauses (i) through (vi) above, as well as any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to reimburse L/C Disbursements will not be excused by any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the gross negligence or wilful misconduct control of the Issuing Bank. However, Lender or the Issuing Agent; provided that the foregoing shall not be construed to excuse the Issuing Bank Lender and the Issuing Agent from liability to the a 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 Lender’s or wilful misconduct Issuing Agent’s, as applicable, failure to exercise the agreed standard of care (as set forth below) in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; . The parties hereto expressly agree that the Issuing Lender and the Issuing Agent shall have exercised the agreed standard of care in the absence of gross negligence or willful misconduct on the part of the Issuing Lender or Issuing Agent, as applicable. Without limiting the generality of the foregoing, it is understood that the Issuing Bank Lender and Issuing Agent may accept documents that appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary andcontrary, and may make payment upon presentation of documents that appear on their face to be in making any payment under any Letter substantial compliance with the terms of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit; provided that each of the Issuing Lender and the Issuing Agent shall have the right, whether or in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the amount due to the beneficiary thereunder equals the amount terms of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient Credit. As used in any respectthis paragraph (f), if such document on its face appears to be the term “Issuing Lender” includes each Issuing Lender in order, and whether or not any other statement or any other document presented pursuant to such respect of the Several Letters of Credit. No Issuing Lender in respect of a Several Letter of Credit proves shall have any liability to be forged any Borrower as a result of any action taken or invalid not taken or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of determination made by the Issuing BankAgent.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person Person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person Person or 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 the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 ’s gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it . It is further understood and agreed that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute gross negligence or wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Finance Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Finance Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the any Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Finance Document or any other related or unrelated agreement or transactiontransaction (other than payment in full of the Obligations); (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing BankBanks, the Lenders, the Administrative Agent or any other person or 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 the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the applicable Issuing Bank. However, the foregoing shall not be construed to excuse the any 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 such Issuing Bank's ’s gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it . It is further understood and agreed that the Issuing Bank Banks may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the an Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute gross negligence or wilful misconduct or gross negligence of the an Issuing Bank.

Obligations Absolute. The Each Borrower's ’s obligations to reimburse L/C LC Disbursements as provided in paragraph (eSection 2.06(f) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, Agreement under any and all circumstances whatsoever, whatsoever and irrespective of: of (i) any lack of validity or enforceability of any Letter of Credit or any Loan DocumentCredit, or any term or provision therein; , (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; , (viii) payment by the any Issuing Bank Lender under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit; and , (iv) at any time or from time to time, without notice to any Borrower or any other Person, the time for any performance of or compliance with any of such reimbursement obligations of any other Borrower shall be waived, extended or renewed, (v) any of such reimbursement obligations of any other Borrower shall be amended or otherwise modified in any respect, or the Guarantee of any of such reimbursement obligations or any security therefor shall be released, substituted or exchanged in whole or in part or otherwise dealt with, (vi) any other act lien or omission to act security interest granted to, or delay of any kind of the Issuing Bank, the Lendersin favor of, the Administrative Agent or any of the Lenders as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viii) the existence of any proceedings of the type described in Section 7(g) or (h) with respect to any other person Loan Party, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Loan Party, or (x) 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 obligations of any Borrower hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Lenders, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the Issuing Lender thereof or any payment or failure to make any payment thereunder (irrespective of any of the Borrower's obligations hereunder. Without limiting circumstances referred to in the generality preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct control of the Issuing Bank. However, Lender of such Letter of Credit; provided that the foregoing shall not be construed to excuse the such Issuing Bank Lender from liability to the any Borrower or to any Lender which has funded its participation hereunder in such Letter of Credit to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower Loan Parties and the Lenders to the extent permitted by applicable law) suffered by any Borrower or any such Lender, as the Borrower case may be, that are caused by such Issuing Lender’s failure to exercise the Issuing Bank's gross negligence or wilful misconduct in standard of care agreed hereunder to be applicable when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood . The parties hereto expressly agree that such standard of care shall be as follows, and that such Issuing Lender shall be deemed to have exercised such standard of care in the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction by final and nonappealable judgment): (i) an Issuing Bank Lender of a Letter of Credit may accept documents that appear on their face to be in order, substantial compliance with the terms of such Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary andcontrary, and may make payment upon presentation of documents that appear on their face to be in making any payment under any Letter substantial compliance with the terms of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit; and (ii) an Issuing Lender of a Letter of Credit shall have the right, whether or in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the amount due to the beneficiary thereunder equals the amount terms of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing BankCredit.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the Issuing 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 ’s gross negligence or wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it . It is further understood and agreed that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence or willful misconduct of the Issuing Bank.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the any Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act act, or omission to act act, or delay of any kind of the any Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the Issuing BankBanks. However, the foregoing shall not be construed to excuse the any 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 such Issuing Bank's ’s gross negligence or wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the any Issuing Bank may accept documents that appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, regardless and make payment under such Letter of any notice or information to the contrary andCredit, unless, in making the Issuing Bank’s judgment, it has received information that proves any payment under such documents to be forged or fraudulent; provided that the Issuing Bank shall not be liable in any Letter respect for any error made as a result of, or damages resulting from, the exercise of Credit its judgment with regard to any such documents if such judgment is made in good faith. The parties hereto expressly agree that (i) the such Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such a Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such the Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in ordersubstantial compliance with the terms of the Letter of Credit, and whether or not any other statement or any other document presented pursuant to such the Letter of Credit proves to be forged forged, fraudulent or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such the Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful willful misconduct or gross negligence of the applicable Issuing Bank.

Obligations Absolute. The obligations of each Guarantor under this Guaranty are those of a primary obligor, and not merely a surety, are independent of the obligations of the Guaranteed Parties, and shall not be affected by any: (a) change in the manner, place or terms of payment of (including the currency thereof), and/or change or extension of the time of payment of, or renewal or modification of, any of the Guaranteed Obligations, any security or guarantee therefor, or any liability incurred directly or indirectly in respect thereof; provided, that this Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or modified; (b) sale, exchange, release, surrender, realization upon, failure to perfect any Lien or security interest in, or other alteration in any manner and in any order of any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof and for offset thereagainst; (c) settlement or compromise of any of the Guaranteed Obligations, any security or guarantee therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, or subordination of the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrower's obligations ; (d) actions or failures to reimburse L/C Disbursements as provided act in paragraph any manner referred to in this Guaranty which may deprive such Guarantor of its right to subrogation against the Borrower or any other Person to recover full indemnity for any payments made pursuant to this Guaranty; (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability failure of any Letter of Credit Guaranteed Party to assert any claim or demand or to enforce any right or remedy against the Borrower or any Loan Document, guarantor or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of successor thereto under the provisions of any Letter of the Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction;otherwise; or (ivf) any draft rescission, waiver, extension, renewal, amendment or other document presented under a Letter modification of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the terms or provisions of this Sectionthe Credit Agreement, constitute a legal or equitable discharge of the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement Loan Document, any guarantee or any other document presented instrument or agreement executed pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bankthereto.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of of, or any consent to departure from from, all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary subsidiary or other Affiliate thereof or any other person Person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lendersany Lender, the Administrative Agent or any other person Person or 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 the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the Issuing 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 ’s gross negligence or wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful willful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's obligations of the Borrowers and the Lenders pursuant to reimburse L/C Disbursements as provided in paragraph clauses (eiv), (v) and (vi) above shall be absolute, unconditional and irrevocable, irrevocable and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and Agreement irrespective of: of (A) (i) any lack the invalidity or unenforceability of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the Issuing Banksufficiency of any such instrument), the Administrative Agent or any Lender or modification to any other personprovision of any of the foregoing, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (ivii) any draft or other document presented under a Letter of Credit proving to be being forged, fraudulent, invalid invalid, insufficient or insufficient inaccurate in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not failing to comply with the terms of such Letter of Credit; and Credit or (viiii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Lender, (i) the failure of any condition precedent set forth in Section 2.2 to be satisfied (each of which conditions precedent the Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of the Issuing BankAgent, the Lenders, the Administrative Agent any Lender or any other person Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Sectionclause (vii), constitute a legal or equitable discharge of the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional any obligation of the Borrower hereunder Borrowers or any Lender hereunder. No provision hereof shall be deemed to reimburse waive or limit the Borrowers’ right to seek repayment of any payment of any L/C Disbursements will not be excused by Reimbursement Obligations from the gross negligence or wilful misconduct L/C Issuer under the terms of the Issuing 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 L/C Reimbursement Agreement or applicable law) suffered by the Borrower that are caused by the Issuing Bank's gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the Issuing 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 ’s gross negligence or wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful willful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 ’s gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute gross negligence or wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's obligations of the Borrowers and the Lenders pursuant to reimburse L/C Disbursements as provided in paragraph paragraphs (d), (e) and (f) above shall be absolute, unconditional and irrevocable, irrevocable and shall be performed strictly in accordance with the terms of the Agreement and this Agreement, under any and all circumstances whatsoever, and Annex A irrespective of: of (i) any lack (A) the invalidity or unenforceability of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the Issuing Banksufficiency of any such instrument), the Administrative Agent or any Lender or modification to any other personprovision of any of the foregoing, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (ivB) any draft or other document presented under a Letter of Credit proving to be being forged, fraudulent, invalid invalid, insufficient or insufficient inaccurate in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not failing to comply with the terms of such Letter of Credit; and Credit or (viC) any loss or delay, including in the transmission of any document, (ii) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other contractual obligation or transaction, or the existence of any other withholding, abatement or reduction, (iii) in the case of the obligations of any Lender, (A) the failure of any condition precedent set forth in SECTION 5.02 to be satisfied (each of which conditions precedent the Lenders hereby irrevocably waive) or (B) any adverse change in the condition (financial or otherwise) of any Credit Party and (iv) any other act or omission to act or delay of any kind of the Issuing BankAdministrative Agent, the Lenders, the Administrative Agent any Lender or any other person Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Sectionparagraph (g), constitute a legal or equitable discharge of the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional any obligation of the Borrower hereunder Borrowers or any Lender hereunder. No provision hereof shall be deemed to reimburse waive or limit the Borrowers’ right to seek repayment of any payment of any L/C Disbursements will not be excused by Reimbursement Obligations from the gross negligence or wilful misconduct L/C Issuer under the terms of the Issuing 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 L/C Reimbursement Agreement or applicable law) suffered by the Borrower that are caused by the Issuing Bank's gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Each Borrower's obligations ’s obligation to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the such Borrower, any other party guaranteeing, or otherwise obligated with, the such Borrower, any Subsidiary or other Affiliate thereof or any other person Person may at any time have against the beneficiary under any Letter of Credit, the applicable Issuing Bank, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the applicable Issuing Bank, the Lenders, the Administrative Agent or any other person Person or 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 the such Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower Borrowers hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the applicable Issuing Bank. However, the foregoing shall not be construed to excuse the such Issuing Bank from liability to the any Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower Borrowers to the extent permitted by applicable law) suffered by the such Borrower that are caused by the such Issuing Bank's ’s gross negligence or wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it . It is further understood and agreed that the applicable Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit issued by such Issuing Bank (i) the such Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence or willful misconduct of the such Issuing Bank.

Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act act, or omission to act act, or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, regardless and make payment under such Letter of any notice or information to the contrary andCredit, unless, in making the Issuing Bank's judgment, it has received information that proves any payment under such documents to be forged or fraudulent; provided that the Issuing Bank shall not be liable in any Letter respect for any error made as a result of, or damages resulting from, the exercise of Credit its judgment with regard to any such documents if such judgment is made in good faith. The parties hereto expressly agree that (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in ordersubstantial compliance with the terms of a Letter of Credit, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged forged, fraudulent or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person Person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this SectionSection 2.22, constitute a legal or equitable discharge of the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the Issuing 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 ’s gross negligence or wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it . It is further understood and agreed that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence or willful misconduct of the Issuing Bank.

Obligations Absolute. The Each Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the any Borrower, any other party guaranteeing, or otherwise obligated with, the any Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the any Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the any Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the a Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it It is understood that the any Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the such Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever whatsoever. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any Issuing Bank (as determined by a court of competent jurisdiction in a final, nonappealable judgment) or the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit (ii) as determined by a court of competent jurisdiction in a final, non-appealable judgment), such Issuing Bank shall be deemed to have exercised care in carrying out its obligations required hereunder. However, the foregoing shall not be construed to excuse any noncompliance Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in any immaterial respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are caused by such Issuing Bank’s gross negligence or willful misconduct in determining whether drafts and other documents presented under such a Letter of Credit comply with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.thereof;

Obligations Absolute. The A Co-Borrower's obligations ’s obligation to reimburse L/C LC Disbursements as provided in paragraph (ef) above shall be of this Section 2.05 is absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, Agreement under any and all circumstances whatsoever, whatsoever and irrespective of: of (i) any lack of validity or enforceability of any Letter of Credit Credit, this Agreement or any other Loan Document, or any term or provision herein or therein; , (ii) any amendment exchange, change, waiver or waiver release of any Collateral for, or any other Person’s guarantee of or any consent to departure from all or other liability for, any of the provisions of any Letter of Credit or any Loan Document; Secured Obligations, (iii) the existence of any claim, setoffset-off, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof which such Co-Borrower or any other person Lender may have at any time have against the a beneficiary under or any transferee of any Letter of CreditCredit (or any Persons for whom any such transferee may be acting), the any Issuing Bank, the Administrative Agent or any Lender or any other personPerson or, in the case of a Lender, against such Co-Borrower, whether in connection with this Agreementherewith, any other Loan Document the transactions contemplated herein or any other related unrelated transaction (including any underlying transaction between such Co-Borrower or unrelated agreement one or transaction; more of its Subsidiaries and the beneficiary for which any Letter of Credit was procured), (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; , (v) payment by the an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit (provided that such Co-Borrower shall be obligated to reimburse such LC Disbursements unless payment is made against presentation of a draft or other document that at least substantially complies with the terms of such Letter of Credit; and ), (vi) any other act adverse change in the business, operations, properties, assets, condition (financial or omission to act otherwise) or delay prospects of Holdings or any kind of the Issuing Bank, the Lenders, the Administrative Agent its subsidiaries; (vii) any breach hereof or any other person Loan Document by any party hereto or thereto, (viii) the fact that an Event of Default or a Default shall have occurred and be continuing, or (ix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this SectionSection 2.05, constitute a legal or equitable discharge of, or provide a right of the setoff against, such Co-Borrower's ’s obligations hereunder. Without limiting As between the generality applicable Co-Borrower and the applicable Issuing Bank, such Co-Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by such Issuing Bank and the proceeds thereof, by the respective beneficiaries of such Letters of Credit or any assignees or transferees thereof. In furtherance and not in limitation of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation none of the Borrower hereunder Administrative Agent, the Lenders, the Issuing Banks or any of their Related Parties shall have any liability or responsibility for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to reimburse L/C Disbursements will not be excused in any or all respects invalid, insufficient, inaccurate, fraudulent or forged other than to confirm such documents comply with the terms of such Letter of Credit; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) its honor of any presentation under a Letter of Credit that appears on its face to substantially comply with the terms and conditions of such Letter of Credit; (v) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder); (vi) errors in interpretation of technical terms; (vii) any loss or delay in the transmission of any document required in order to make a drawing under any such Letter of Credit; (viii) the misapplication by the gross negligence beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or wilful misconduct (ix) any consequences arising from causes beyond the control of the Issuing Bank, including any act by a Governmental Authority and fluctuation in currency exchange rates. HoweverNone of the above shall affect or impair, or prevent the foregoing vesting of, any of the applicable Issuing Bank’s rights or powers hereunder or place such Issuing Bank under any liability to any Co-Borrower or any other Person. Notwithstanding the foregoing, none of the above shall not be construed to excuse the any Issuing Bank from liability to the applicable Co-Borrower to the extent of any direct damages (as opposed to consequential special, indirect, consequential, incidental, exemplary or punitive damages, claims in respect of which are hereby waived by the such Co-Borrower to the extent permitted by applicable lawRequirements of Law) suffered by the such Co-Borrower that are caused by the such Issuing Bank's ’s gross negligence or wilful willful misconduct (as determined by a court of competent jurisdiction in a final, nonappealable judgment) when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that . In furtherance of the Issuing Bank may accept foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, an Issuing Bank 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 contrary andcontrary, or refuse to accept and make payment upon such documents if (notwithstanding the appearance of substantial compliance) such documents are not in making any payment under any Letter strict compliance with the terms of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether and any such acceptance or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, refusal shall be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bankor willful misconduct.

Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall Each Performance Guarantor, jointly and severally, undertakes and agrees that the Guaranteed Obligations will be absolute, unconditional paid and irrevocable, and shall be performed strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Indemnified Party with respect thereto. The obligations of each of the Performance Guarantors under this Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Performance Guarantor to enforce this Agreement, irrespective of whether any action is brought against any of the Guaranteed Parties or whether any of the Guaranteed Parties is joined in any such action or actions. The liability of each of the Performance Guarantors under this Agreement shall be irrevocable, absolute and unconditional and, to the extent permitted by law, each Performance Guarantor hereby irrevocably waives any and defenses it may now or hereafter have in any way relating to, any or all circumstances whatsoever, and irrespective ofof the following: (ia) any lack of validity or enforceability of any Letter of Credit the Guaranteed Obligations or any Loan Transaction Document; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations under the Transaction Documents, or any term or provision therein; (ii) any other amendment or waiver of or any consent to departure from any Transaction Document; (c) any taking, exchange, release or nonperfection of or failure to transfer title to any asset or collateral, or any taking, release, amendment or waiver of or consent to departure from any guaranty, for all or any of the provisions of any Letter of Credit or any Loan DocumentGuaranteed Obligations; (iiid) the existence any manner of application of any claimasset or collateral, setoffor proceeds thereof, defense to all or any of the Guaranteed Obligations, or any manner of sale or other right that disposition of any asset or collateral for all or any of the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof Guaranteed Obligations or any other person may at any time have against obligations of the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent Buyer or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transactionof the Guaranteed Parties under the Transaction Documents; (ive) any draft the insolvency, bankruptcy or other document presented under a Letter reorganization of Credit proving to be forged, fraudulent, invalid or insufficient in any respect the Buyer or any statement therein being untrue of the Guaranteed Parties or inaccurate in any respectchange, restructuring or termination of the structure or existence of the Buyer or any of the Guaranteed Parties; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vif) any other act or omission to act or delay failure of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or any other event or circumstance whatsoever, whether or not similar Indemnified Party to disclose to any of the foregoingPerformance Guarantors any information relating to the financial condition, that mightoperations, but for the provisions of this Section, constitute a legal properties or equitable discharge prospects of the Borrower's obligations hereunder. Without limiting the generality Buyer or any of the foregoingGuaranteed Parties now or in the future known to such Indemnified Party (each Performance Guarantor waiving any duty on the part of such Indemnified Party to disclose such information); (g) any impossibility or impracticality of performance, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Bank. Howeverillegality, the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent any act of any direct damages (as opposed to consequential damagesgovernment, 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Indemnified Party that might constitute a defense available to, or a discharge of, any of the Guaranteed Parties or any other guarantor of the Guaranteed Obligations; or (h) any other circumstance, event or happening whatsoever, whether foreseen or unforeseen that might otherwise constitute a defense (other than payment or performance) available to such Letter any Guaranteed Party or any other guarantor of Credit proves the Guaranteed Obligations. This Agreement shall continue to be forged effective or invalid be reinstated, as the case may be, if at any time (x) any payment in connection with any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Indemnified Party, or (y) any performance or observance of any Guaranteed Obligation is rescinded or otherwise invalidated, upon the insolvency, bankruptcy or reorganization of the Buyer or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under Guaranteed Parties or otherwise, all as though payment had not been made or as though such Letter of Credit with the terms thereof shall, in each case, be deemed Guaranteed Obligation had not to constitute wilful misconduct been performed or gross negligence of the Issuing Bankobserved.

Obligations Absolute. The Borrower's To the extent permitted by law, the Originator Performance Guarantor will perform its obligations to reimburse L/C Disbursements as provided under this Guaranty regardless of any law now or hereafter in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly effect in accordance with any jurisdiction affecting any of the terms of this Agreement, Guaranty or any document delivered in connection with this Guaranty or the rights of the Issuer with respect thereto. The obligations of the Originator Performance Guarantor under any this Guaranty shall be absolute and all circumstances whatsoever, and unconditional irrespective of: (i) any lack of validity or enforceability or the discharge or disaffirmance (by any Person, including a trustee in bankruptcy) of the Guaranteed Originator Obligations, any Letter of Credit Related Document or any Loan Document, Transferred Receivable or any term document or provision thereinany other agreement or instrument relating thereto; (ii) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or any consent to departure from any other guaranty, for all or any of the provisions of any Letter of Credit or any Loan DocumentGuaranteed Originator Obligations; (iii) the existence of any claim, setoff, defense setoff or other right rights that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person Originator Performance Guarantor may have at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent Originator in connection herewith or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft failure to obtain any authorization or approval from or other document presented under a Letter action by, or to notify or file with, any Governmental Authority or regulatory body required in connection with the performance of Credit proving to be forged, fraudulent, invalid or insufficient in such obligations by any respect or any statement therein being untrue or inaccurate in any respect;Originator; or (v) payment by the Issuing Bank under a Letter any impossibility or impracticality of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) performance, illegality, force majeure, any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent Governmental Authority or any other person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, which might constitute a legal or equitable defense available to, or a discharge of of, any Originator or the Borrower's Originator Performance Guarantor, or any other circumstance, event or happening whatsoever, whether foreseen or unforeseen and whether similar or dissimilar to anything referred to above in this Guaranty. The Originator Performance Guarantor further agrees that its obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Bank. However, the foregoing under this Guaranty shall not be construed limited by any valuation or estimation made in connection with any proceedings involving any Originator or the Originator Performance Guarantor filed under the Bankruptcy Code, whether pursuant to excuse Section 502 of the Issuing Bank from liability Bankruptcy Code or any other Section thereof. The Originator Performance Guarantor further agrees that the Issuer shall not be under any obligation to mxxxxxxx any assets in favor of or against or in payment of any or all of the Guaranteed Originator Obligations. The Originator Performance Guarantor further agrees that, to the Borrower extent that a payment or payments are made by or on behalf of any Originator, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to such Originator, or the estate, trustee, receiver or any other party relating to such Originator, including the Originator Performance Guarantor, under any bankruptcy law, state or federal law, common law or equitable cause then to the extent of any direct damages (such payment or repayment, the Guaranteed Originator Obligations or part thereof which had been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under date such Letter of Credit with the terms thereof shallinitial payments, in each case, be deemed not to constitute wilful misconduct reduction or gross negligence satisfaction occurred. The obligations of the Issuing BankOriginator Performance Guarantor under this Guaranty shall not be discharged except by performance as provided herein.

Obligations Absolute. The Borrower's obligations obligation to reimburse L/C WC LC Disbursements as provided in paragraph (e) above of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, Agreement under any and all circumstances whatsoever, whatsoever and irrespective of: (i) any lack of validity or enforceability of any WC Letter of Credit or any Loan Documentthis Agreement, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any WC Letter of Credit or any Loan Documentthis Agreement; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person Person may at any time have against the beneficiary under any WC Letter of Credit, the WC Issuing Bank, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document Agreement or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a WC Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the WC Issuing Bank under a WC Letter of Credit against presentation of a draft or other document that does not comply with the terms of such WC Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the WC Issuing Bank, the Lenders, the Administrative Agent or any other person Person or 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 the Borrower's obligations hereunder. Without limiting Neither the generality Administrative Agent, the Lenders nor the WC Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any WC Letter of Credit or any payment or failure to make any payment thereunder, including any of the foregoingcircumstances specified in clauses (i) through (vi) above, it is expressly understood and agreed that as well as any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any WC Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the absolute and unconditional obligation control of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the WC Issuing Bank. However, ; provided that the foregoing shall not be construed to excuse the WC 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 WC Issuing Bank's gross negligence or wilful misconduct failure to exercise the agreed standard of care (as set forth below) in determining whether drafts and other documents presented under a WC Letter of Credit comply with the terms thereof; . The parties hereto expressly agree that the WC Issuing Bank shall have exercised the agreed standard of care in the absence of gross negligence or wilful misconduct on the part of the WC Issuing Bank. Without limiting the generality of the foregoing, it is understood that the WC Issuing Bank may accept documents that appear on their face to be in ordersubstantial compliance with the terms of a WC Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary andcontrary, and may make payment upon presentation of documents that appear on their face to be in making any payment under any Letter substantial compliance with the terms of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such WC Letter of Credit; provided that the WC Issuing Bank shall have the right, whether or not the amount due in its sole discretion, to the beneficiary thereunder equals the amount of decline to accept such draft documents and whether or not any document presented pursuant to make such Letter of Credit proves to be insufficient in any respect, payment if such document on its face appears to be documents are not in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit strict compliance with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Banksuch WC Letter of Credit.

Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absoluteobligations, unconditional covenants, agreements and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability duties of any Letter Guarantor under this Guaranty shall not be released, affected or impaired by any of Credit the following whether or not undertaken with notice to or consent of any Loan DocumentGuarantor: (a) an assignment or transfer, in whole or in part, of any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all the Guaranteed Obligations or any of the provisions Operative Documents although made without notice to or consent of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeingGuarantor, or otherwise obligated with, the Borrower, (b) any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or waiver by any Lender or the Agent or by any other person, whether of the performance or observance by the Borrower or the Borrowing Subsidiary of any of the agreements, covenants, terms or conditions contained in any of the Operative Documents, or (c) any indulgence in or the extension of the time for payment by the Borrower or the Borrowing Subsidiary of any amounts payable under or in connection with this Agreementany of the Operative Documents, or of the time for performance by the Borrower or the Borrowing Subsidiary of any other Loan Document obligations under or arising out of any of the Operative Documents, or the extension or renewal thereof, or (d) the modification, amendment or waiver (whether material or otherwise) of any duty, agreement or obligation of the Borrower or the Borrowing Subsidiary set forth in any of the Operative Documents (the modification, amendment or waiver from time to time of any of the Operative Documents to which the Borrower or the Borrowing Subsidiary is a party being expressly authorized without further notice to or consent of any Guarantor), or (e) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of the Borrower or the Borrowing Subsidiary or any other related or unrelated agreement or transaction; (iv) any draft receivership, insolvency, bankruptcy, reorganization, or other document presented under a Letter of Credit proving to be forgedsimilar proceedings, fraudulent, invalid or insufficient in any respect affecting the Borrower or any statement therein being untrue of its assets or inaccurate in the Borrowing Subsidiary or any respect; of its assets, or (vf) payment by the Issuing Bank under a Letter of Credit against presentation of a draft merger or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind consolidation of the Issuing Bank, Borrower or the Lenders, the Administrative Agent Borrowing Subsidiary with or into any other person or any transfer or other event or circumstance whatsoever, whether or not similar to disposition of any shares of capital stock of the foregoingBorrower or the Borrowing Subsidiary by the holder thereof, that might, but for or (g) the provisions release of this Section, constitute a legal or equitable discharge of the Borrower's , the Borrowing Subsidiary or any other obligor from the performance or observance of any agreement, covenant, term or condition contained in any Operative Document, by operation of law, (h) the release of any security, if any, for the obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by or the gross negligence or wilful misconduct Borrowing Subsidiary under any of the Issuing Bank. HoweverOperative Documents, or the foregoing shall not be construed impairment of or failure to excuse the Issuing Bank from liability to the Borrower to the extent of perfect an interest in any direct damages (as opposed to consequential damagessuch security, 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on running of any limitations period otherwise applicable, or (j) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Guaranty or any of the documents presented to it under such Letter of Credit as to any and all matters set forth thereinOperative Documents, including reliance on without limitation the amount release, discharge, or variance of the liability of any draft presented under such Letter of CreditGuarantor, or (k) any other cause whether similar or not the amount due dissimilar to the beneficiary thereunder equals foregoing which would release, affect or impair the amount of such draft and whether obligations, covenants, agreements or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect duties of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing BankGuarantor hereunder.

Obligations Absolute. The applicable Borrower's obligations to --------------------- reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the applicable Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, either Borrower or any Subsidiary subsidiary or other Affiliate affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Fronting Bank, the Administrative Agent or any Lender Bank or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Fronting Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Fronting Bank, the LendersBanks, the Administrative Agent or any other person or 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 the applicable Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower Borrowers hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Fronting Bank. However, the foregoing shall not be construed to excuse the Issuing Fronting Bank from liability to the applicable Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the applicable Borrower to the extent permitted by applicable law) suffered by the applicable Borrower that are caused by the Issuing Fronting Bank's gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Fronting Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Fronting Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Fronting Bank.

Obligations Absolute. The US Borrower's obligations ’s obligation to reimburse L/C LC Disbursements as provided in paragraph (e) above of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, Agreement under any and all circumstances whatsoever, whatsoever and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Documentthis Agreement, or any term or provision therein; (ii) any amendment or waiver of or any consent to or departure from all or any of the provisions of any Letter of Credit or any Loan Documentthis Agreement; (iii) the existence of any claim, setoff, defense or other right that the US Borrower, any other party guaranteeing, or otherwise obligated with, the US Borrower, any Subsidiary or other Affiliate thereof or any other person Person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document Agreement or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, so long as such draft or other document appears on its face to comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, Lenders or the Administrative Agent or any other person or 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 the US Borrower's ’s obligations hereunder. Without limiting Neither the generality Administrative Agent, the US Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder, including any of the foregoingcircumstances specified in clauses (i) through (vi) above, it is expressly understood and agreed that as well as any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct control of the Issuing Bank. However, ; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the US Borrower to the extent of any direct damages (as opposed to special, indirect consequential or punitive damages, claims in respect of which are hereby waived by the US Borrower to the extent permitted by applicable law) suffered by the US Borrower that are caused by the Issuing Bank's gross negligence or wilful misconduct ’s failure to exercise the agreed standard of care (as set forth below) in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; . The parties hereto expressly agree that the Issuing Bank shall have exercised the agreed standard of care in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction). Without limiting the generality of the foregoing, it is understood that the Issuing Bank may accept documents that appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary andcontrary, and may make payment upon presentation of documents that appear on their face to be in making any payment under any Letter substantial compliance with the terms of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit; provided that the Issuing Bank shall have the right, whether or in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the amount due to the beneficiary thereunder equals the amount terms of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing BankCredit.

Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph of the Borrower and each Lender under subsection (ec) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective ofincluding without limitation the following circumstances: (i) any lack of validity or enforceability of this Agreement or any Letter of Credit or any Loan Document, document related hereto or any term or provision thereinthereto; (ii) any amendment or waiver of or any consent to departure from all or any the use which may be made of the provisions of any Letter of Credit by, or any Loan Documentacts or omission of, a beneficiary of a Letter of Credit (or any Person for whom the beneficiary may be acting); (iii) the existence of any claim, setoffset-off, defense or other right rights that the BorrowerBorrower may have at any time against a beneficiary of a Letter of Credit (or any Person for whom the beneficiary may be acting), any other party guaranteeing, or otherwise obligated with, Lender (including the Borrower, any Subsidiary or other Affiliate thereof Issuing Lender) or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document Agreement or the Letter of Credit or any other document related hereto or thereto or any unrelated agreement or transaction; (iv) any draft statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respectrespect whatsoever; (v) payment by the Issuing Bank under a Letter of Credit against presentation to the Issuing Lender of a draft or other document documents that does do not comply with the terms of such Letter of Credit; and; (vi) any termination of the Commitments prior to, on or after the Payment Date for any Letter of Credit, whether at the scheduled termination thereof, by operation of Section 6.01 or otherwise; or (vii) any other act or omission to act or delay of any kind of by any Lender (including the Issuing Bank, the LendersLender), the Administrative Agent or any other person Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, whatsoever that might, but for the provisions of this Sectionsubsection (d), constitute a legal or equitable discharge of or defense to the Borrower's ’s or the Lender’s obligations hereunder. Without limiting ; provided, that this Section 2.16(d) shall not limit the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation rights of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct under Section 2.16(e)(ii). Each Issuing Lender shall have all of the Issuing Bank. However, the foregoing shall not be construed to excuse the Issuing Bank from liability benefits and immunities (A) provided to the Borrower Administrative Agent in Article 7 with respect 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) acts taken or omissions suffered by the Borrower that are caused by the such Issuing Bank's gross negligence or wilful misconduct Lender in determining whether drafts and other documents presented under a Letter connection with Letters of Credit comply with the terms thereof; issued by it is understood that the Issuing Bank may accept documents that appear on their face or proposed to be issued by it as fully as if the term “Administrative Agent” as used in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Article 7 included such Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant Lender with respect to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in orderacts or omissions, and whether or not any other statement or any other document presented pursuant (B) as additionally provided herein with respect to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing BankLender.

Obligations Absolute. The Each Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the any Borrower, any other party guaranteeing, or otherwise obligated with, the any Borrower, any Subsidiary or other Affiliate thereof or any other person Person may at any time have against the beneficiary under any Letter of Credit, the applicable Issuing Bank, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the applicable Issuing Bank, the Lenders, the Administrative Agent or any other person Person or 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 the any Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower Borrowers hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the applicable Issuing Bank. However, the foregoing shall not be construed to excuse the such Issuing Bank from liability to the Borrower Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower Borrowers to the extent permitted by applicable law) suffered by the Borrower Borrowers that are caused by the determined in a final, non-appealable decision of a court of competent jurisdiction to have resulted from such Issuing Bank's ’s gross negligence or wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it . It is further understood and agreed that the applicable Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit issued by such Issuing Bank, (i) the such Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence or willful misconduct of the such Issuing Bank.

Obligations Absolute. The Borrower's obligations obligation of US Borrowers to reimburse the US L/C Disbursements as provided Issuers, US Agent and US Tranche A Lenders for payments made in paragraph (e) above respect of US Letters of Credit issued by any US L/C Issuer shall be absolute, unconditional and irrevocable, irrevocable and shall be performed paid under all circumstances strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: including the following circumstances: (ia) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; Credit; (iib) any amendment or waiver of or any consent to or departure from all or any of the provisions of any Letter of Credit or any Loan Document; ; (iiic) the existence of any claim, setoffset-off, defense or other right that the Borrowerwhich Borrowers, any other party guaranteeing, of their Subsidiaries or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof Affiliates or any other person Person may at any time have against the any beneficiary under of any Letter of Credit, the Issuing Bankany Agent, the Administrative Agent or any L/C Issuer, any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement agreements or transaction; transactions; (ivd) any draft or other document presented under a any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ; (ve) payment by the Issuing Bank under a any Letter of Credit against presentation of a draft or other document that does not substantially comply with the terms of such Letter of Credit; and or (vif) any other act or omission to act or delay of any kind of the Issuing Bankany L/C Issuer, the Lendersany Agent, the Administrative Agent any Lender or any other person Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, whatsoever that might, but for the provisions of this SectionSection 1.1(b)(v), constitute a legal or equitable discharge of the Borrower's US Borrowers’ obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed by US Borrowers that the absolute and unconditional obligation of the Borrower US Borrowers to US Agent and US Tranche A Lenders hereunder to reimburse L/C Disbursements payments made under a US Letter of Credit will not be excused by the gross negligence or wilful willful misconduct of the Issuing Bankapplicable US L/C Issuer. However, the foregoing shall not be construed to excuse the Issuing Bank any US L/C Issuer from liability claims which US Borrowers may assert against such US L/C Issuer subject 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing BankMaster Standby Agreement.

Obligations Absolute. The Each Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the such Borrower, any other party guaranteeing, or otherwise obligated with, the such Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lendersany Lender, the Administrative Agent or any other person or 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 the such Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the each Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the Issuing Bank. However, the The foregoing shall not not, however, be construed to excuse the Issuing Bank from liability to the a Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the each Borrower to the extent permitted by applicable law) suffered by the such Borrower that are caused by the Issuing Bank's ’s gross negligence or wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it . It is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence or willful misconduct of the Issuing Bank.

Obligations Absolute. The Borrower's Resources' obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the BorrowerResources, any other party guaranteeing, or otherwise obligated with, the Borrower, Resources or any Subsidiary subsidiary or other Affiliate affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Fronting Bank, the Administrative Agent or any Lender Bank or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Fronting Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Fronting Bank, the LendersBanks, the Administrative Agent or any other person or 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 the Borrower's Resources' obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower Resources hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Fronting Bank. However, the foregoing shall not be construed to excuse the Issuing Fronting Bank from liability to the Borrower Resources to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower Resources to the extent permitted by applicable law) suffered by the Borrower Resources that are caused by the Issuing Fronting Bank's gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Fronting Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Fronting Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Fronting Bank.

Obligations Absolute. Each Guarantor agrees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting the Guaranteed Obligations, any of the terms of the Loan Documents or the rights of the Agent or any Lender or any other Person with respect thereto. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above of the Guarantors under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with irrespective of any of the terms of this Agreement, under any and all circumstances whatsoever, and irrespective offollowing: (ia) any lack of validity legality, validity, enforceability, allowability (in a bankruptcy, insolvency, reorganization, dissolution or enforceability of any Letter of Credit similar proceeding, or any Loan Documentotherwise), or any term avoidance or provision thereinsubordination, in whole or in part, of any Loan Document or any of the Guaranteed Obligations; (iib) any change in the amount, nature, time, place or manner of payment or performance of, or in any other term of, any of the Guaranteed Obligations (whether or not such change is contemplated by the Loan Documents as presently constituted, and specifically including any increase in the Guaranteed Obligations, whether resulting from the extension of additional credit to the Borrower or otherwise), any execution of any additional Loan Documents or any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iiic) the existence any taking, exchange, release, impairment or nonperfection of any claimcollateral, setoffor any taking, defense release, impairment or amendment or waiver of or consent to departure from any other guaranty or other right that direct or indirect security for any of the Guaranteed Obligations; (d) any manner of application of collateral or other direct or indirect security for any of the Guaranteed Obligations, or proceeds thereof, to any of the Guaranteed Obligations, or any commercially reasonable manner of sale or other disposition of any collateral for any of the Guaranteed Obligations or any other assets of the Borrower, ; (e) any permanent impairment by any Lender or any other party guaranteeingPerson of any recourse of the Guarantor against the Borrower or any other Person, or otherwise obligated withany other permanent impairment by any Lender or any other Person of the suretyship status of the Guarantor; (f) any bankruptcy, insolvency, reorganization, dissolution or similar proceedings with respect to, or any change, restructuring or termination of the corporate structure or existence of, the Borrower, any Subsidiary or other Affiliate thereof Guarantor or any other person may at Person; or (g) any time have against the beneficiary under any Letter failure of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other personPerson to disclose to any Guarantor any information pertaining to the business, whether in connection with this Agreementoperations, any other Loan Document condition (financial or other) or prospects of the Borrower or any other related Person, or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) give any other act notice, disclosure or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bankdemand.

Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph clause (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Senior Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Senior Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person Person may at any time have against the beneficiary under any Letter of Credit, the applicable Issuing Bank, the Senior Administrative Agent or any Lender Bank or any other personPerson, whether in connection with this Agreement, any other Senior Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the any Issuing Bank, the LendersBanks, the Senior Administrative Agent or any other person Person or 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 the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the any Issuing Bank. However, the foregoing shall not be construed to excuse the applicable 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 applicable Issuing Bank's gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the . The applicable Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the applicable Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the applicable Issuing Bank. Without limiting any other provision of this Agreement, the Senior Administrative Agent and any Issuing Bank and any of their correspondents may rely upon any oral, telephonic, telegraphic, facsimile, electronic, written or other communication believed in good faith to have been authorized by the Borrower, whether or not given or signed by an authorized person.

Obligations Absolute. The Borrower's obligations obligation of Borrower to reimburse L/C Disbursements as provided in paragraph (eIssuing Lender for drawings honored under Letters of Credit and IRB Reimbursement Advances and to repay any Revolving Loans made by Lenders pursuant to subsection 3.3B and the obligations of Lenders under subsection 3.3C(i) above shall be absolute, unconditional and irrevocable, irrevocable and shall be performed paid strictly in accordance with the terms of this Agreement, Agreement under any and all circumstances whatsoeverincluding, and irrespective ofwithout limitation, any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision thereinthe IRB Reimbursement Agreement; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoffset-off, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof which Borrower or any other person Lender may have at any time have against the a beneficiary under or any transferee of any Letter of Credit, the Issuing Bank, the Administrative Agent Credit (or any Persons for whom any such transferee may be acting) or any beneficiary of the IRB Reimbursement Agreement, Issuing Lender or other Lender or any other personPerson or, in the case of a Lender, against Borrower, whether in connection with this Agreement, any other Loan Document the transactions contemplated herein or any other related unrelated transaction (including any underlying transaction between Borrower or unrelated agreement or transactionone of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iviii) any draft or other document presented under a any Letter of Credit or with respect to the IRB Reimbursement Agreement proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (viv) payment by the Issuing Bank Lender under a any Letter of Credit against presentation of a draft or other document that which does not comply with the terms of such Letter of Credit; and; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any of its Subsidiaries; (vi) any other act or omission to act or delay breach of any kind of the Issuing Bank, the Lenders, the Administrative Agent this Agreement or any other person or Loan Document by any party thereto; (vii) any other event circumstance or circumstance happening 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 the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 ; or (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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (iviii) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter fact that an Event of Credit as to any Default or a Potential Event of Default shall have occurred and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shallcontinuing; provided, in each case, be deemed that payment by Issuing Lender under the applicable Letter of Credit or with respect to the IRB Reimbursement Agreement shall not to constitute wilful misconduct or have constituted gross negligence or willful misconduct of Issuing Lender under the Issuing Bankcircumstances in question.

Obligations Absolute. The Borrower's WNR Company’s obligations to reimburse L/C Disbursements as provided under this Agreement shall in paragraph (e) above shall all respects be continuing, absolute, unconditional and irrevocable, and shall remain in full force and effect until all of the Credit Agreement Obligations (other than contingent expense reimbursement and indemnification obligations) have been paid in full and all Commitments under the Credit Agreement have been terminated. WNR Company agrees that any Credit Agreement Claims due and owing by WNR Company hereunder will be performed paid strictly in accordance with the terms of this Agreement, the Credit Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Company or WNR Company with respect thereto. The liability of WNR Company under any this Agreement shall be absolute, unconditional and all circumstances whatsoever, and irrevocable irrespective of: (ia) any lack change in the time, manner, or place of validity payment of, or enforceability of in any Letter of other term of, the Credit Agreement Obligations, the Credit Agreement or any of the other Loan DocumentDocuments or any other extension, compromise or renewal of the Credit Agreement Obligations; (b) any reduction, limitation, impairment or termination of the Credit Agreement Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and WNR Company hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, irregularity, compromise, unenforceability of, or any term other event or provision thereinoccurrence affecting, the Credit Agreement Obligations; (iic) any amendment to, rescission, waiver or waiver of other modification of, or any consent to departure from all from, any of the terms of Credit Agreement or any of the provisions of any Letter of Credit or any other Loan DocumentDocuments; (iiid) the existence any addition, exchange, release, surrender or non-perfection of any claimcollateral, setoffor any amendment to or waiver or release or addition of, defense or other right that the Borrowerconsent to departure from, any other party guaranteeingguaranty, or otherwise obligated with, securing any of the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction;Credit Agreement Obligations; or (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vie) any other act circumstance which might otherwise constitute a defense available to, or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Bank. Howeverof, 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 Company or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing BankWNR Company.

Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this SectionSection 2.21, constitute a legal or equitable discharge of the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the Issuing 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 wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit Credit, (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful willful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's obligations of the Borrower to reimburse L/C Disbursements as provided in paragraph (e) above pay all Required Payments under this Agreement and any other Related Documents to which the Borrower is a party shall be absolute, unconditional and irrevocable, notwithstanding any other provision of this Agreement or any other Related Document, and shall not be subject to any right of setoff, recoupment or counterclaim against the Bank or any Participant and shall be paid and performed strictly in accordance with the terms of this Agreement, Agreement under any and all circumstances whatsoever. Until the principal of and interest on the Bonds and all Required Payments including the repayment of all Drawings, have been indefeasibly paid in full and all other obligations of the Borrower hereunder and under the Related Documents have been performed and discharged, the Borrower waives and covenants not to assert any right of setoff or recoupment against its and their obligations to make all payments of principal, interest and all other Required Payments due hereunder and under the other Related Documents in the amounts and at the times required hereby and thereby, and irrespective ofwithout abatement, diminution, deduction, counterclaim or defense for any reason, including, without limitation, in the following circumstances: (ia) any lack of validity or enforceability of any the Letter of Credit or any Loan Document, of the Related Documents or any term or provision thereinthe Bond Documents; (iib) any amendment or waiver of any provision, term or any consent to departure from all or condition of any of the provisions of any Letter of Credit Related Documents or any Loan Documentthe Bond Documents; (iiic) any failure of any portion of the Project to be delivered, constructed or completed, any defects, malfunctions, breakdowns or infirmities in the Project, any accident, condemnation, destruction or unforeseen circumstances, or any damage, destruction or condemnation of the Borrower’s or the Company's facilities or any part thereof or any acts or circumstances that may constitute failure of consideration or commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of Iowa, or any political subdivision of either thereof; (d) the existence of any dispute with, or any claim, setoffright of setoff or recoupment, defense or other right that rights which the BorrowerBorrower or the Company may have at any time against, the Trustee or the Paying Agent, any other party guaranteeingbeneficiary or any transferee of the Letter of Credit (or any persons or entities for whom the Trustee or the Paying Agent, any such beneficiary or otherwise obligated withany such transferee may be acting), the BorrowerBank (other than the defense of payment to the Bank in accordance with the terms of this Agreement), any Subsidiary or other Affiliate thereof Participant or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any the other Loan Document Related Documents or the Bond Documents or any other related transaction contemplated thereby or any unrelated agreement or transaction; (ive) any draft statement or any other document presented under a the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respectrespect whatsoever; (vf) payment by the Issuing Bank under a the Letter of Credit against presentation of a sight draft or other document that certificate which does not comply with the terms of such the Letter of Credit; and (vig) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 or recoupment against, the Borrower’s, or the Company’s obligations under the Bond Documents or under any of the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shallRelated Documents, in each case, be deemed not case to constitute wilful misconduct or gross negligence of the Issuing Bankwhich it is a party.

Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed ; provided that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Bank. However, the foregoing shall not be construed to excuse impose an obligation upon the Borrower to reimburse 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 that neither the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by nor any Subsidiary received any benefit from such L/C Disbursement as a direct result of the Issuing Bank's gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear are on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (iA) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (iiB) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall Guarantor undertakes that the Borrower Obligations will be performed or paid strictly in accordance with the terms of the Secured Loan and Servicing Agreement and the other Transaction Documents, regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Trustee or the Administrative Agent with respect thereto. The obligations of the Guarantor under this Agreement are independent of its Borrower Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Agreement, irrespective of whether any action is brought against the Borrower or whether the Borrower is joined in any such action or actions. The liability of the Guarantor under any this Agreement shall be absolute and all circumstances whatsoever, and unconditional irrespective of: (i) any lack of validity or enforceability of any Letter of Credit the Secured Loan and Servicing Agreement or any Loan other Transaction Document, or any term or provision therein; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Borrower Obligations, or any other amendment or waiver of or any consent to departure from the Secured Loan and Servicing Agreement or any other Transaction Document, including, without limitation, any increase in the Borrower Obligations resulting from additional Advances or otherwise; (iii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transactionBorrower Obligations; (iv) any draft manner of application of collateral, or proceeds thereof to all or any of the Borrower Obligations, or any manner of sale or other document presented under a Letter disposition of Credit proving to be forged, fraudulent, invalid or insufficient in any respect collateral for all or any statement therein being untrue of the Borrower Obligations or inaccurate in any respectother assets of the Borrower; (v) payment by any change, restructuring or termination of the Issuing Bank under a Letter organizational structure or existence of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; andBorrower; (vi) any other act circumstance that might otherwise constitute a defense (other than payment and performance) available to, or omission a discharge of the Borrower or the Guarantor from, its obligations hereunder or under any other Transaction Document. This Agreement shall continue to act be effective or delay be reinstated, as the case may be, if at any time any payment of any kind of the Issuing BankBorrower Obligations, as applicable, is rescinded or must otherwise be returned by the LendersTrustee, the Administrative Agent or any other person Secured Party upon the insolvency, bankruptcy or 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 the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation reorganization of the Borrower hereunder to reimburse L/C Disbursements will or otherwise, all as though payment had not be excused by the gross negligence or wilful misconduct of the Issuing 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bankbeen made.

Obligations Absolute. The Borrower's obligations of each Guarantor hereunder shall be absolute and unconditional, and shall not be released, diminished, discharged or in any way lessened, abated, impaired or reduced by: (a) the Guarantee Beneficiaries agreeing to reimburse L/C Disbursements any renewal, extension, increased commitment, change, variation, alteration, restatement, waiver, modification, release or discharge in or in respect of the Guaranteed Obligations, the Credit Agreement, any other Transaction Document (as provided applicable), or anything done, suffered or permitted by the Guarantee Beneficiaries in paragraph relation to the Guaranteed Obligations, the Credit Agreement or any other Transaction Document (as applicable), including any amendment or change in the manner, time, place or calculation of payment of the Guaranteed Obligations (including increases or decreases in principal, interest rates, fees or other obligations); (b) time or any indulgence being given to any Person by the Guarantee Beneficiaries; (c) the merging of the Credit Agreement, any other Transaction Document (as applicable) or the Guaranteed Obligations or other obligations of any Obligor in, or any alteration thereof by virtue of, any subsequent agreement or amending agreement; (d) the Guarantee Beneficiaries agreeing to any compromise, settlement, proposal, arrangement or plan of reorganization affecting any Obligor or any other indemnitor or guarantor; (e) above shall be absolutethe Guarantee Beneficiaries agreeing to the release of any other indemnitor or guarantor or any other Person liable directly or as surety or otherwise for the Guaranteed Obligations or any part thereof, unconditional and irrevocableor the addition of any indemnitor, and shall be performed strictly in accordance with guarantor, endorser or surety; (f) the terms of this Guarantee Beneficiaries failing or omitting to, or refraining from, taking any action to enforce the Credit Agreement, under any and all circumstances whatsoeverother Transaction Document (as applicable) or any rights or remedies thereunder, and irrespective or proving the claim or part of the claim of the Guarantee Beneficiaries in any liquidation, bankruptcy, winding-up, compromise, arrangement or other proceeding relating to any Obligor or any other Person; (g) the lack of validity, enforceability, provability or collectability (in whole or in part) for any reason of:, or any informality, defect or irregularity in or omission from, the Guaranteed Obligations or the Credit Agreement, any other Transaction Document (as applicable) or any impossibility, impracticability, frustration, illegality, fraud, forgery, force majeure, act of government or change in Applicable Laws, or the loans or advances constituting the Guaranteed Obligations having been made in excess of the power of the Guarantee Beneficiaries or any of them or in contravention of any of their governing statutes or constating documents; (h) any common law or statute bar on enforcement of the whole or any part of the Guaranteed Obligations or the Credit Agreement, any Transaction Document (as applicable); (i) any lack marshalling of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision thereinassets and liabilities; (iij) any amendment or waiver of or notice by any consent Guarantor purporting in any way to departure from all or any of the provisions limit its liability hereunder in respect of any Letter of Credit Guaranteed Obligations, whether arising prior or any Loan Documentsubsequent to such notice; (iiik) any failure or lack of diligence on the existence part of any claimthe Guarantee Beneficiaries to examine, setoffinspect, defense investigate, monitor or other right that the Borrower, take any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether steps in connection with this the obligations of any Obligor under the Credit Agreement, any other Loan Transaction Document or any other related or unrelated agreement or transaction(as applicable), including in respect of environmental matters; (ivl) any draft limitation on the amount indemnified or guaranteed by any other document presented under a Letter indemnitor or guarantor of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respectthe Guaranteed Obligations; (vm) payment by the Issuing Bank under a Letter failure to perfect any lien or security interest granted to, or in favour of, the Guarantee Beneficiaries as security for any of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of CreditGuaranteed Obligations; andor (vin) any other act event, circumstance, occurrence or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, contingency which might otherwise constitute a legal or equitable defence available to, or discharge of, any Guarantor, any Obligor or any other indemnitor or guarantor of the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 Guaranteed Obligations (other than the extent permitted by applicable law) suffered by irrevocable and unconditional payment in full of all of the Borrower that are caused by the Issuing Bank's gross negligence or wilful misconduct Guaranteed Obligations); in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, each case regardless of any notice how substantial, fundamental or information to the contrary andmaterial such event or circumstance mentioned above may be, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to or however prejudicial it under such Letter of Credit as may be to any Guarantor, and all matters set forth therein, including reliance on the amount without any requirement for notice to any Guarantor of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether event or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bankcircumstance.

Obligations Absolute. The Borrower's obligations of the Guarantors hereunder shall not be discharged or impaired or otherwise diminished by any failure, default, omission, or delay, willful or otherwise, by any Lender, the Administrative Agent, or the Borrower or any other obligor on any of the Guarantied Obligations, or by any other act or thing or omission or delay to reimburse L/C Disbursements do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as provided in paragraph (e) above shall be absolutea discharge of any Guarantor as a matter of law or equity, unconditional and irrevocableexcept for, and shall to the extent of, payment and performance of the Guaranteed Obligations. Each of the Guarantors agrees that the Guarantied Obligations will be paid and performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any the Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated withDocuments, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against Specified Swap Agreements and the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Other Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's obligations hereunderProvided Financial Services Products. Without limiting the generality of the foregoing, it is expressly understood each Guarantor hereby consents to, at any time and agreed that from time to time, and the absolute joint and unconditional obligation several obligations of the Borrower each Guarantor hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Bank. However, the foregoing shall not be construed to excuse diminished, terminated, or otherwise similarly affected by any of the Issuing Bank from liability to the Borrower to the extent following: (a) Any lack of genuineness, legality, validity, enforceability or allowability (in a bankruptcy, insolvency, reorganization or similar proceeding, or otherwise), or any avoidance or subordination, in whole or in part, of any direct damages (as opposed to consequential damages, claims in respect Loan Document or any 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 wilful misconduct in determining whether drafts Guarantied Obligations and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice law, regulation or information order now or hereafter in effect in any jurisdiction affecting any of the Guarantied Obligations, any of the terms of the Loan Documents, Specified Swap Agreements or Other Lender Provided Financial Service Products, or any rights of the Administrative Agent or the Lenders or any other Person with respect thereto; (b) Any increase, decrease, or change in the amount, nature, type or purpose of any of, or any release, surrender, exchange, compromise or settlement of the Guarantied Obligations (whether or not contemplated by the Loan Documents, Specified Swap Agreements or Other Lender Provided Financial Service Products as presently constituted); any change in the time, manner, method, or place of payment or performance of, or in any other term of, any of the Guarantied Obligations; any execution or delivery of any additional Loan Documents, Specified Swap Agreements or Other Lender Provided Financial Services Products; or any amendment, modification or supplement to, or refinancing or refunding of, any Loan Document or any of the Guarantied Obligations; (c) Any failure to the contrary and, in making assert any payment breach of or default under any Letter Loan Document or any of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter Guarantied Obligations; any extensions of Credit as to any and all matters set forth therein, including reliance on credit in excess of the amount committed under or contemplated by the Loan Documents, Specified Swap Agreements or Other Lender Provided Financial Service Products, or in circumstances in which any condition to such extensions of credit has not been satisfied; any other exercise or non-exercise, or any other failure, omission, breach, default, delay, or wrongful action in connection with any exercise or non-exercise, of any draft presented right or remedy against the Borrower or any other Person under such Letter or in connection with any Loan Document or any of Creditthe Guarantied Obligations; any refusal of payment or performance of any of the Guarantied Obligations, whether or not with any reservation of rights against any Guarantor; or any application of collections (including but not limited to collections resulting from realization upon any direct or indirect security for the amount due Guarantied Obligations) to other obligations, if any, not entitled to the beneficiary thereunder equals benefits of this Guaranty, in preference to Guarantied Obligations entitled to the amount benefits of this Guaranty, or if any collections are applied to Guarantied Obligations, any application to particular Guarantied Obligations; (d) Any taking, exchange, amendment, modification, waiver, supplement, termination, subordination, compromise, release, surrender, loss, or impairment of, or any failure to protect, perfect, or preserve the value of, or any enforcement of, realization upon, or exercise of rights, or remedies under or in connection with, or any failure, omission, breach, default, delay, or wrongful action by the Administrative Agent or the Lenders, or any of them, or any other Person in connection with the enforcement of, realization upon, or exercise of rights or remedies under or in connection with, or, any other action or inaction by any of the Administrative Agent or the Lenders, or any of them, or any other Person in respect of, any direct or indirect security for any of the Guarantied Obligations. As used in this Guaranty, “direct or indirect security” for the Guarantied Obligations, and similar phrases, includes any collateral security, guaranty, suretyship, letter of credit, capital maintenance agreement, put option, subordination agreement, or other right or arrangement of any nature providing direct or indirect assurance of payment or performance of any of the Guarantied Obligations, made by or on behalf of any Person; (e) Any merger, consolidation, liquidation, dissolution, winding-up, charter revocation, or forfeiture, or other change in, restructuring or termination of the corporate structure or existence of, the Borrower or any other Person; any bankruptcy, insolvency, reorganization or similar proceeding with respect to the Borrower or any other Person; or any action taken or election made by the Administrative Agent or the Lenders, or any of them (including but not limited to any election under Section 1111(b)(2) of the United States Bankruptcy Code), the Borrower, or any other Person in connection with any such draft proceeding; (f) Any defense, setoff, or counterclaim which may at any time be available to or be asserted by the Borrower or any other Person with respect to any Loan Document or any of the Guarantied Obligations, other than, and to the extent of, payment and performance of the Guaranteed Obligations; or any discharge by operation of law or release of the Borrower or any other Person from the performance or observance of any Loan Document or any of the Guarantied Obligations; and (g) Any other event or circumstance, whether similar or not any document presented pursuant dissimilar to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in orderthe foregoing, and whether known or not unknown, which might otherwise constitute a defense available to, or limit the liability of, any other statement Guarantor, a guarantor or any other document presented a surety, excepting only full, strict, and indefeasible payment and performance of the Guarantied Obligations in full. Each Guarantor acknowledges, consents, and agrees that new Guarantors may join in this Guaranty pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever Section 17 hereof, and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing BankGuarantor affirms that its obligations shall continue hereunder undiminished.

Obligations Absolute. The Borrower's Guarantor agrees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting the Guaranteed Obligations, any of the terms of the Loan Documents or the rights of the Agent or any Lender or any other Person with respect thereto. The obligations to reimburse L/C Disbursements as provided in paragraph (e) above of the Guarantor under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with irrespective of any of the terms of this Agreement, under any and all circumstances whatsoever, and irrespective offollowing: (ia) any lack of validity legality, validity, enforceability, allowability (in a bankruptcy, insolvency, reorganization, dissolution or enforceability of any Letter of Credit similar proceeding, or any Loan Documentotherwise), or any term avoidance or provision thereinsubordination, in whole or in part, of any Loan Document or any of the Guaranteed Obligations; (iib) any change in the amount, nature, time, place or manner of payment or performance of, or in any other term of, any of the Guaranteed Obligations (whether or not such change is contemplated by the Loan Documents as presently constituted, and specifically including any increase in the Guaranteed Obligations, whether resulting from the extension of additional credit to any Borrower or otherwise), any execution of any additional Loan Documents, or any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iiic) the existence any taking, exchange, release, impairment or nonperfection of any claimcollateral, setoffor any taking, defense release, impairment or amendment or waiver of or consent to departure from any other guaranty or other right that direct or indirect security for any of the Borrower, Guaranteed Obligations; (d) any manner of application of collateral or other party guaranteeingdirect or indirect security for any of the Guaranteed Obligations, or otherwise obligated withproceeds thereof, to any of the BorrowerGuaranteed Obligations, or any Subsidiary commercially reasonable manner of sale or other Affiliate thereof disposition of any collateral for any of the Guaranteed Obligations or any other person may at assets of any time have against the beneficiary under Borrower; (e) any Letter of Credit, the Issuing Bank, the Administrative Agent or permanent impairment by any Lender or any other person, whether in connection with this Agreement, Person of any other Loan Document recourse of the Guarantor against any Borrower or any other related Person, or unrelated agreement any other permanent impairment by any Lender or transactionany other Person of the suretyship status of the Guarantor; (ivf) any draft bankruptcy, insolvency, reorganization, dissolution or other document presented under a Letter of Credit proving to be forgedsimilar proceedings with respect to, fraudulent, invalid or insufficient in any respect or any statement therein being untrue change, restructuring or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind termination of the Issuing Bankcorporate structure or existence of, any Borrower, the Lenders, the Administrative Agent Guarantor or any other person Person; or (g) any failure of any Lender or any other event or circumstance whatsoever, whether or not similar Person to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Bank. However, the foregoing shall not be construed to excuse the Issuing Bank from liability disclose to the Borrower Guarantor any information pertaining to the extent business, operations, condition (financial or other) or prospects 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant Person, or to such Letter of Credit proves to be forged give any other notice, disclosure or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bankdemand.

Obligations Absolute. The Borrower's Borrowers' obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the BorrowerBorrowers, any other party guaranteeing, or otherwise obligated with, the BorrowerBorrowers, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the either Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the either Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's Borrowers' obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower Borrowers hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the Issuing 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.either Issuing

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person Person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this SectionSection 2.22, constitute a legal or equitable discharge of the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the Issuing 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 determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted primarily from the Issuing Bank's ’s gross negligence or wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it . It is further understood and agreed that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence or willful misconduct of the Issuing Bank.

Obligations Absolute. The Borrower's Borrowers' obligations to reimburse L/C Disbursements as provided in paragraph (e2.23(e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the BorrowerBorrowers, any other party guaranteeing, or otherwise obligated with, the BorrowerBorrowers, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the any Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the any Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's Borrowers' obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Bank. However, the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower Borrowers to the extent permitted by applicable law) suffered by the Borrower Borrowers that are caused by the such Issuing Bank's gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the an Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the an Issuing Bank.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing BankBanks, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing BankBanks, the Lenders, the Administrative Agent or any other person or 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 the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the any Issuing Bank. However, the foregoing shall not be construed to excuse the any 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 such Issuing Bank's ’s gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the such Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the such Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the any Issuing Bank.

Obligations Absolute. The Borrower's Each Obligor agrees that all rights of the Administrative Agent hereunder, and all obligations to reimburse L/C Disbursements as provided in paragraph (e) above of the Obligors hereunder, shall be absolute, absolute and unconditional and irrevocable, and shall not be performed strictly in accordance with discharged or otherwise affected as a result of any of the terms of this Agreement, under any and all circumstances whatsoever, and irrespective offollowing: (ia) any lack of validity or enforceability of the Credit Agreement, any Letter of Credit or any other Loan Document, any other agreement or instrument governing or evidencing, or any term provision of applicable law or provision thereinregulation purporting to prohibit the payment by the Borrower, or any Guarantor of any Secured Obligations or any other amount payable by the Borrower under the Credit Agreement, any other Loan Document, any Rate Management Transaction or any transaction in respect of Specified Cash Management Obligations; (iib) any amendment extension, renewal, settlement, compromise, change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other amendment, modification, restatement, supplement or waiver of of, or any consent to any departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated withfrom, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Credit Agreement, any other Loan Document or any other related or unrelated agreement or transactioninstrument governing or evidencing any Secured Obligations; (ivc) any draft exchange, release or other document presented under a Letter non-perfection of Credit proving to be forgedany Collateral, fraudulent, invalid or insufficient in any respect or any statement therein being untrue release or inaccurate in amendment or waiver of or consent to departure from any respectguaranty, for all or any of the Secured Obligations; (vd) payment any action or failure to act by the Issuing Bank under a Letter Administrative Agent or any Lender with respect to any Collateral securing all or any part of Credit against presentation the Secured Obligations; (e) the existence of a draft any claim, setoff or other document that does not comply with rights which any Guarantor may have at any time against the terms Borrower, any other guarantor of such Letter any of Credit; andthe Secured Obligations, the Administrative Agent or any Lender, whether in connection herewith or any unrelated transactions; (vif) any change in the corporate existence, structure or ownership of the Borrower or any Guarantor of any of the Secured Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, or any Guarantor, or its assets or any resulting release or discharge of any obligation of the Borrower, or any other guarantor of any of the Secured Obligations; or (g) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Issuing Bank, the LendersSecured Obligations, the Administrative Agent Agent, any Lender or any other person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, which might otherwise constitute a legal or equitable defense available to, or a discharge of the Borrower's obligations hereunder. Without limiting the generality of the foregoingof, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing BankObligor.

Obligations Absolute. The Borrower's obligations ’s obligation to reimburse L/C Liquidity LC Disbursements as provided in paragraph clause (e) above of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, Agreement under any and all circumstances whatsoever, whatsoever and irrespective of: of (i) any lack of validity or enforceability of any Liquidity Letter of Credit or any Loan Documentthis Agreement, or any term or provision therein; , (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Liquidity Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; , (viii) payment by the any Liquidity Issuing Bank under a Liquidity Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Liquidity Letter of Credit, (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the Borrower in respect of any Liquidity Letter of Credit related document or any other amendment or waiver of or any consent to departure from all or any of the Liquidity Letter of Credit related documents; and (v) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of a Liquidity Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), any Liquidity Issuing Bank or any other Person, whether in connection with the transactions contemplated by the Liquidity Letter of Credit related documents or any unrelated transaction; (vi) any other act exchange, release or omission to act or delay non perfection of any kind collateral or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the Issuing Bank, Obligations of the Lenders, Borrower in respect of the Administrative Agent Liquidity Letter of Credit related documents or any other person or (vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, Section 2.12 constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower's ’s obligations hereunder. Without limiting Neither the generality Facility Agent, the Liquidity Lenders nor any Liquidity Issuing Bank, nor any of their related parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Liquidity Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the foregoingcircumstances referred to in the preceding sentence), it is expressly understood and agreed that or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Liquidity Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the absolute and unconditional obligation control of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the any Liquidity Issuing Bank. However, ; provided that the foregoing shall not be construed to excuse the such Liquidity 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 lawLaw) suffered by the Borrower that are caused by the such Liquidity Issuing Bank's gross negligence or wilful misconduct in ’s failure to exercise care when determining whether drafts and other documents presented under a Liquidity Letter of Credit comply with the terms thereof; it is understood that . The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of a Liquidity Issuing Bank may accept (as finally determined by a court of competent jurisdiction), such Liquidity Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents that presented which appear on their face to be in ordersubstantial compliance with the terms of a Liquidity Letter of Credit, the relevant Liquidity Issuing Bank 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 contrary andcontrary, or refuse to accept and make payment upon such documents if such documents are not in making any payment under any Letter strict compliance with the terms of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Liquidity Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's To the extent permitted by law, the applicable Guarantor will perform its obligations to reimburse L/C Disbursements as provided under this Agreement regardless of any law now or hereafter in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly effect in accordance with any jurisdiction affecting any of the terms of this Agreement, Agreement or any document delivered in connection with this Agreement or the rights of the Administrative Agent or its permitted assignees with respect thereto. The obligations of each Guarantor under any this Agreement shall be absolute and all circumstances whatsoever, and unconditional irrespective of: (ia) any lack of validity or enforceability or the discharge or disaffirmance (by any Person, including a trustee in bankruptcy) of the Guaranteed Obligations, the Loans, any Letter of Credit Document or any Loan Documentcollateral or any document, or any term other agreement or provision thereininstrument relating thereto; (iib) any exchange, release, discharge or non-perfection of any collateral or any release or amendment or waiver of or any consent to departure from any other guaranty, for all or any of the provisions of any Letter of Credit or any Loan DocumentGuaranteed Obligations; (iiic) any failure to obtain any authorization or approval from or other action by, or to notify or file with, any Governmental Authority required in connection with the existence performance of such obligations by the Borrower or any Guarantor; or (d) any impossibility or impracticality of performance, illegality, force majeure, any act of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof government or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, which might constitute a legal or equitable defense available to, or a discharge of the Borrower's obligations hereunder. Without limiting the generality of the foregoingof, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder or any Guarantor, or any other circumstance, event or happening whatsoever, whether foreseen or unforeseen and whether similar or dissimilar to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Bankanything referred to above in this Section 9.3. However, the foregoing Each Guarantor further agrees that its obligations under this Agreement shall not be construed limited by any valuation or estimation made in connection with any proceedings involving the Borrower or any Guarantor filed under the U.S. Bankruptcy Code of 1978, as amended (the “Bankruptcy Code”), whether pursuant to excuse Section 502 of the Issuing Bank from liability Bankruptcy Code or any other Section thereof. Each Guarantor further agrees that the Administrative Agent shall be under no obligation to marshal any assets in favor of or against or in payment of any or all of the Guaranteed Obligations. Each Guarantor further agrees that, to the extent that a payment or payments are made by or on behalf of the Borrower to the extent of Administrative Agent, which payment or payments or any direct damages (as opposed part thereof are subsequently invalidated, declared to consequential damagesbe fraudulent or preferential, claims in respect of which are hereby waived by set aside and/or required to be repaid to the Borrower Borrower, the estate, trustee, receiver or any other party relating to the Borrower, including, without limitation, any Guarantor, under any bankruptcy law, state, or federal law, common law or equitable cause then, to the extent permitted of such payment or repayment, the Guaranteed Obligations or part thereof which had been paid, reduced or satisfied by applicable law) suffered by such amount shall be reinstated and continued in full force and effect as of the Borrower that are caused by the Issuing Bank's gross negligence date such initial payment, reduction or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless satisfaction occurred. The obligations of any notice Guarantor under this Agreement shall not be discharged except by performance as provided herein or information to the contrary and, as otherwise provided in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing BankSection 9.1(d).

Obligations Absolute. The BorrowerEach Account Party's obligations obligation to reimburse L/C LC Disbursements in respect of any Participated Letter of Credit issued for its account as provided in paragraph (ef) above of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, Agreement under any and all circumstances whatsoever, whatsoever and irrespective of: of (i) any lack of validity or enforceability of any Participated Letter of Credit or any Loan DocumentCredit, or any term or provision therein; , (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Participated Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; , (viii) payment by the Issuing Bank Lender under a Participated Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Participated Letter of Credit (PROVIDED that no Account Party shall be obligated to reimburse such LC Disbursements unless payment is made against presentation of a draft or other document that at least substantially complies with the terms of such Participated Letter of Credit; and ), (iv) at any time or from time to time without notice to any Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any other Account Party shall be waived, extended or renewed, (v) any of such reimbursement obligations of any other Account Party shall be amended or otherwise modified in any respect, or any guarantee of any of such reimbursement obligations shall be released, substituted or exchanged in whole or in part or otherwise dealt with, (vi) the occurrence of any Default, (vii) the existence of any proceedings of the type described in clause (g) or (h) of Article VII with respect to any other act Account Party or omission to act or delay any guarantor of any kind of the Issuing Banksuch reimbursement obligations, the Lenders, the Administrative Agent (viii) any lack of validity or enforceability of any of such reimbursement obligations against any other Account Party or any other person guarantor of any of such reimbursement obligations, or (ix) 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 the Borrower's obligations of any Account Party hereunder. Without limiting Neither the generality Administrative Agent, the Lenders nor the Issuing Lender, nor any of their respective Related Parties, shall have any liability or responsibility by reason of or in connection with the payment or failure to make any payment under a Participated Letter of Credit (irrespective of any of the foregoingcircumstances referred to in the preceding sentence) as a result of determining whether drafts or other documents presented under a Participated Letter of Credit comply with the terms thereof, it is expressly understood and agreed that or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Participated Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct control of the Issuing Bank. However, Lender; PROVIDED that the foregoing shall not be construed to excuse the Issuing Bank Lender from liability to the Borrower relevant Account Party to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower each Account Party to the extent permitted by applicable law) suffered by the Borrower such Account Party that are caused by the Issuing BankLender's gross negligence or wilful willful misconduct in when determining whether drafts and other documents presented under a Participated Letter of Credit comply with the terms thereof; it is understood that . The parties hereto expressly agree that: (i) the Issuing Bank Lender may accept documents that appear on their face to be in order, substantial compliance with the terms of a Participated Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary andcontrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Participated Letter of Credit; (ii) the Issuing Lender shall have the right, in making any its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Participated Letter of Credit; and (iii) this sentence shall establish the standard of care to be exercised by the Issuing Lender when determining whether drafts and other documents presented under any a Participated Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit comply with the terms thereof shall(and the parties hereto hereby waive, in each caseto the extent permitted by applicable law, be deemed not to constitute wilful misconduct or gross negligence any standard of care inconsistent with the Issuing Bankforegoing).

Obligations Absolute. The Borrower's obligations of the Borrower to reimburse L/C Disbursements as provided in paragraph (e) above the Fronting Lender for Drafts accepted hereunder, and to repay any Revolving Loan funded to pay a Draft, shall be absolute, unconditional and irrevocable, and shall be performed paid strictly in accordance with the terms of this AgreementAgreement under all circumstances, under any and all circumstances whatsoever, and irrespective of: including: (ia) any lack of validity or enforceability of any Letter of Credit this Agreement or any of the other Loan DocumentDocuments; (b) any change in the time, manner or place of payment of, or in any other term of, all or provision therein; any of the obligations of the Borrower in respect of any Draft or any Drafting Agreement or any other Drafting arrangement (iiwhether in writing or oral) or any other amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; ; (iiic) the existence of any claim, setoffset-off, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated withCompany, the Borrower, any Subsidiary or other Affiliate thereof Borrower or any other person Subsidiary may have at any time have against the any Manufacturer or Auction House or any other beneficiary under or transferee of any Letter of CreditDraft or Drafting Agreement or other Drafting arrangement (or any Person for whom any such beneficiary or such transferee may be acting), the Issuing Bank, the Administrative Agent or any Fronting Lender or any other personPerson, whether in connection with this Agreement, any the transactions contemplated hereby or by the other Loan Document Documents or any other related or unrelated agreement or transaction; ; (ivd) any draft Draft or any demand, certificate or other document presented under a Letter of Credit to the Fronting Lender proving to be forged, fraudulent, invalid or insufficient in any respect respect, or any statement therein being untrue or inaccurate in any respect; , or any loss or delay in the transmission or otherwise of any document required in order to make a Draft; (ve) any payment by the Issuing Bank under a Letter of Credit Fronting Lender on any Draft pursuant to any Drafting Agreement or other Drafting arrangement against presentation of a draft Draft or other document certificate that does not strictly comply with the terms of such Letter any Drafting Agreement or other Drafting arrangement or any payment made by the Fronting Lender under any Draft to any trustee in bankruptcy, debtor in possession, assignee for the benefit of Creditcreditors, liquidator, receiver or other representative of a successor to any beneficiary or any transferee of any Draft, including any arising in connection with any bankruptcy or insolvency proceeding; and (vif) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from all or any of the obligations of the Borrower or any Subsidiary in respect of any Draft or Drafting Agreement or other Drafting arrangement; or (g) any other act circumstance whatsoever that might otherwise constitute a defense available to, or omission to act or delay of any kind of the Issuing Bankdischarge of, the Lenders, the Administrative Agent Borrower or any other person or 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 the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed Subsidiary; provided that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Bank. However, the foregoing shall not be construed obligated to excuse reimburse the Issuing Bank from liability Fronting Lender for a Draft accepted hereunder or to repay any Revolving Loan funded to pay such funded Draft if the Borrower Fronting Lender engaged in willful misconduct in accepting such Draft. For the avoidance of doubt, the following actions or failures to the extent act shall not, in and of any direct damages (as opposed to consequential damagesthemselves, claims in respect of which are hereby waived be willful misconduct 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit Fronting Lender: (i) accepting a Draft without requesting or reviewing supporting documentation from the Issuing Bank's exclusive reliance on the documents presented Person submitting such Draft, (ii) failing to it under such Letter of Credit as to any and all matters set forth therein, including reliance on monitor or limit the amount of any draft Drafts presented under such Letter of Credit, whether or not the amount due honored or (iii) providing incorrect information as to the beneficiary thereunder equals the amount of such draft and whether or not availability in effect under any document presented pursuant to such Letter of Credit proves to be insufficient in any respectDrafting Agreement, if such document on its face appears to be in order, and whether or not any other statement Drafting Arrangement (whether in writing or any other document presented pursuant to such Letter of Credit proves to be forged oral) or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bankthis Agreement.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit Credit, any draft or other document for presentation or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the applicable Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the any Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the applicable Issuing Bank. However, the foregoing shall not be construed to excuse the any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential consequential, special, indirect or punitive 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 such Issuing Bank's ’s gross negligence negligence, bad faith or wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it , as determined by a court of competent jurisdiction in a final and nonappealable judgment. It is further understood and agreed that the each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the such Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence or willful misconduct of the such Issuing Bank.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Finance Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Finance Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Finance Document or any other related or unrelated agreement or transactiontransaction (other than payment in full of the Obligations); (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 ’s gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it . It is further understood and agreed that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute gross negligence or wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's obligations obligations, covenants, agreements and duties of the Company under this Agreement shall not be released, affected or impaired by any of the following whether or not undertaken with notice to reimburse L/C Disbursements as provided or consent of the Company: (a) an assignment or transfer, in paragraph (e) above shall be absolutewhole or in part, unconditional and irrevocable, and shall be performed strictly in accordance with of the terms Advances made to any Borrowing Subsidiary or of this AgreementAgreement or any Note although made without notice to or consent of the Company, under any and all circumstances whatsoever, and irrespective of: or (ib) any lack waiver by any Lender or the Agent or by any other person, of validity the performance or enforceability observance by any Borrowing Subsidiary of any Letter of Credit the agreements, covenants, terms or conditions contained in this Agreement or in the other Loan Documents, or (c) any indulgence in or the extension of the time for payment by any Borrowing Subsidiary of any amounts payable under or in connection with this Agreement or any other Loan Document, or of the time for performance by any term Borrowing Subsidiary of any other obligations under or provision therein; arising out of this Agreement or any other Loan Document, or the extension or renewal thereof, or (iid) any the modification, amendment or waiver (whether material or otherwise) of any duty, agreement or obligation of any Borrowing Subsidiary set forth in this Agreement or any other Loan Document (the modification, amendment or waiver from time to time of this Agreement and the other Loan Documents being expressly authorized without further notice to or consent to departure from of the Company), or (e) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of any Borrowing Subsidiary or any receivership, insolvency, bankruptcy, reorganization, or other similar proceedings, affecting any Borrowing Subsidiary or any of its assets, or (f) the provisions merger or consolidation of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Borrowing Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or Company with any other person, whether or (g) the release of discharge of any Borrowing Subsidiary or the Company from the performance or observance of any agreement, covenant, term or condition contained in connection with this Agreement, Agreement or any other Loan Document Document, by operation of law, or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vih) any other act cause whether similar or omission dissimilar to act the foregoing which would release, affect or delay of any kind impair the obligations, covenants, agreements or duties of the Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's obligations Company hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's Borrowers' obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the BorrowerBorrowers, any other party guaranteeing, or otherwise obligated with, the BorrowerBorrowers, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the either Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the either Issuing Bank, the Lenders, the Administrative Agent or any other person or 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 the Borrower's Borrowers' obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower Borrowers hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the either Issuing Bank. However, the foregoing shall not be construed to excuse the an Issuing Bank from liability to the Borrower Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower Borrowers to the extent permitted by applicable law) suffered by the Borrower Borrowers that are caused by the such Issuing Bank's gross negligence or wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the an Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the an Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful willful misconduct or gross negligence of the such Issuing Bank.

Obligations Absolute. The Borrower's Borrowers’ obligations to reimburse L/C LC Disbursements as provided in paragraph (ef) above of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, Agreement under any and all circumstances whatsoever, whatsoever and irrespective of: of (i) any lack of validity or enforceability of any Letter of Credit or any Loan Documentthis Agreement, or any term or provision therein; , (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; , (viii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit; and Credit so long as it complies in all material respects, (viiv) any other act or omission to act or delay the existence of any kind claim, set-off, defense or other right which any Borrower or any Subsidiary may have at any time against the beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Issuing Bank, the Lendersany Lender, any other Person, whether in connection with this Agreement, any Letter of Credit, the Administrative Agent transactions contemplated herein or any other person unrelated transaction (including any underlying transactions between any Borrower, any Subsidiary and the beneficiary named in any Letter of Credit), (v) the occurrence of any Event of Default or Default, or (vi) 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 Borrowers’ obligations hereunder. Without limiting As among the generality Borrowers, the Issuing Bank and the Lenders, the Borrowers assume all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of the Letters of Credit requested by it. In furtherance and not in limitation of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Bank. However, Bank and the foregoing Lenders shall not be construed to excuse responsible for (i) the Issuing Bank from liability to the Borrower to the extent form, validity, sufficiency, accuracy, genuineness or legal effect of any direct damages document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respect invalid, insufficient, inaccurate, fraudulent or forged; (as opposed ii) the validity or sufficiency of any instrument transferring or assigning or purporting 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 transfer or wilful misconduct in determining whether drafts and other documents presented under assign a Letter of Credit comply with or the terms rights or benefits thereunder or proceeds thereof; it is understood that the Issuing Bank , in whole or in part, which may accept documents that appear on their face prove to be in order, without responsibility invalid or ineffective for further investigation, regardless any reason; (iii) failure of any notice or information to the contrary and, in making any payment under any beneficiary of a Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under comply fully with conditions required in order to draw upon such Letter of Credit so long as to any and all matters set forth thereinsuch beneficiary is in material compliance with such conditions; (iv) errors, including reliance on the amount omissions, interruptions or delays in transmission or delivery of any draft presented messages, by mail, cable, telegraph, telex or otherwise; (v) errors in interpretation of technical terms; (vi) misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (vii) any consequences arising from causes beyond the control of the Issuing Bank or the Lenders. In addition to amounts payable as elsewhere provided in this Section 2.4, whether Xxxxxxxx hereby agrees to protect, indemnify, pay and save the Agent, the Issuing Bank and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, posts, charges and expenses (including reasonable attorneys’ fees) arising from the claims of third parties against the Agent or not the amount due to the beneficiary thereunder equals the amount Issuing Bank in respect of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient requested by the Borrower Representative. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any respectaction taken or omitted by the Issuing Bank or any Lender under or in connection with the Letters of Credit or any related certificates, if taken or omitted in good faith, shall not put the Issuing Bank, the Agent or such document on its face appears Lender under any resulting liability to be in orderany Borrower or relieve any Borrower of any of their obligations hereunder to the Issuing Bank, and whether or not any other statement the Agent or any other document presented pursuant Lender. Notwithstanding anything to the contrary contained in this Section 2.4(g), Borrowers shall not have any obligations to indemnify the Issuing Bank under this Section 2.4(g) in respect of any liability incurred by the Issuing Bank that is found in a final judgment by a court of competent jurisdiction to have resulted primarily from the Issuing Bank’s own gross negligence or willful misconduct, unless such action or inaction on the part of the Issuing Bank which gave rise to the liability was taken at the request of any Borrower or from the wrongful failure to pay the Letter of Credit proves except if pursuant to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and an order from a Governmental Authority (ii) any noncompliance in any immaterial respect of the documents presented under even if such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bankorder is later invalidated).

Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall Each Subsidiary guarantees that the Guaranteed Obligations will be absolute, unconditional and irrevocable, and shall be performed paid strictly in accordance with the terms of this Agreement, the Notes and the other Loan Documents, regardless of any Law or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender with respect thereto. The obligations of each Subsidiary under any and all circumstances whatsoeverthis Section 2.07 are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Subsidiary to enforce such obligations, irrespective of whether any action is brought against Borrower or any Subsidiary, or whether any such Person is joined in any such action or actions. The liability of each Subsidiary under this Section 2.07 constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of: , and each Subsidiary hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any Letter of Credit or any the Loan Document, or any term or provision therein; Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from all the Loan Documents, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Borrower or otherwise; (iii) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Borrower or any Subsidiary; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Lender that might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries. The terms of this Section 2.07 shall continue to be effective or be reinstated, as the provisions case may be, if at any time any payment of any Letter of Credit the Guaranteed Obligations is rescinded or must otherwise be returned by the Lenders or any Loan Document; (iii) other entity upon the existence insolvency, bankruptcy or reorganization of any claim, setoff, defense Borrower or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, otherwise (and whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under as a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay result of any kind of the Issuing Bankdemand, the Lenderssettlement, the Administrative Agent litigation or any other person or any other event or circumstance whatsoeverotherwise), whether or all as though such payment had not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bankbeen made.

Obligations Absolute. With respect to the Asset Manager’s obligations under this Article 7: (a) The Borrower's obligations of the Asset Manager under this Article 7 shall not be affected by the genuineness, validity, regularity or enforceability of any Lessee’s obligations under the Project Contracts (the “Lessee Obligations”) or any instrument or agreement evidencing any Lessee Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to reimburse L/C Disbursements as provided the Lessee Obligations which might otherwise constitute a defense to the obligations of the Asset Manager under this Article 7, and the Asset Manager hereby irrevocably waives any defenses it may now have or hereafter acquire in paragraph (e) above shall be absolute, any way relating to any or all of the foregoing. The obligations of the Asset Manager under this Article 7 are unconditional and irrevocableabsolute and not subject to any reduction, and shall be performed strictly in accordance with the terms of this Agreementlimitation, under impairment or termination for any and all circumstances whatsoeverreason, and irrespective of: including: (i) any lack claim of validity waiver, release, extension, renewal, settlement, surrender, alteration or enforceability compromise of any Letter of Credit the Lessee Obligations, by operation of law or any Loan Document, or any term or provision therein; otherwise; (ii) any amendment change in the corporate existence, structure or waiver ownership of the Company or any consent to departure from all or Lessee liable for any of the provisions Lessee Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Lessee or its assets or any resulting release or discharge of any Letter obligation of Credit any Lessee; or any Loan Document; (iiiiv) the existence of any claim, setoff, defense setoff or other right that rights which the BorrowerAsset Manager may have at any time against any Lessee, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof SDCL Party or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other personPerson, whether in connection herewith or in any unrelated transactions. The obligations of the Asset Manager under this Article 7 are not subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Lessee Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by a Lessee, of the Lessee Obligations or any part thereof. (b) Further, the obligations of the Asset Manager under this Article 7 are not discharged or impaired or otherwise affected by: (i) the failure of any SDCL Party to assert any claim or demand or to enforce any remedy with this Agreementrespect to all or any part of the Lessee Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Lessee Obligations; (iii) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Lessee Obligations; or (iv) to the fullest extent permitted by applicable law, any other Loan Document circumstance, act, omission or delay that might in any manner or to any extent vary the risk of the Asset Manager or that would otherwise operate as a discharge of the Asset Manager as a matter of law or equity. (c) The Asset Manager shall make all payments under this Article 7 in immediately available funds in U.S. dollars without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other related authority therein unless the Asset Manager is compelled by law to make such deduction or unrelated agreement withholding. If any such obligation (other than one arising with respect to taxes based on or transaction;measured by the income or profits of the Purchaser or Company) is imposed upon the Asset Manager with respect to any amount payable by it under this Article 7, the Asset Manager will pay to the Company, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Company to receive the same net amount which the Company would have received on such due date had no such obligation been imposed upon the Asset Manager. The Asset Manager will deliver promptly to the Company certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Asset Manager under this Article 7. The obligations of the Asset Manager under this paragraph shall survive the payment in full of the Lessee Obligations and termination of this Agreement. (ivd) Subject to Section 4.3, the Asset Manager consents and agrees that the Purchaser or Company may, at any draft time and from time to time, without notice or other document presented under a Letter demand, and without affecting the enforceability or continuing effectiveness of Credit proving to be forgedthis Article 7: (1) amend, fraudulentextend, invalid renew, compromise, discharge, accelerate or insufficient in any respect otherwise change the time for payment or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of the Lessee Obligations or any part thereof; (2) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security (if any) for the payment of any Shortfalls or any Qualifying Net Receivables; (3) apply such Letter security (if any) and direct the order or manner of Creditsale thereof as the Purchaser or Company in its sole discretion may determine; andand (4) release or substitute one or more of any endorsers or other guarantors of any of the Lessee Obligations. (vie) The Asset Manager waives (1) any defense arising by reason of any disability or other defense of a Lessee, or the cessation from any cause whatsoever (including any act or omission of the Purchaser or Company) of the liability of a Lessee; (2) any defense based on any claim that the Asset Manager’s obligations exceed or are more burdensome than those of a Lessee; (3) any right to act require the Purchaser or delay Company to proceed against a Lessee, proceed against or exhaust any security (if any) for the Lessee Obligations, or pursue any other remedy in the Purchaser’s or Company’s power whatsoever; (4) any benefit of and any right to participate in any security now or hereafter held by the Purchaser or Company; and (5) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. The Asset Manager expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Lessee Obligations, and all notices of acceptance of this Agreement or of the Issuing Bankexistence, creation or incurrence of the LendersLessee Obligations. (f) The obligations of the Asset Manager under this Article 7 are those of primary obligor, and not merely as surety, and are independent of the Administrative Agent Lessee Obligations, and a separate action may be brought against the Asset Manager to enforce this Article 7 whether or not a Lessee or any other person or any other event or circumstance whatsoever, whether or not similar to any of entity is joined as a party. (g) This Article 7 shall remain in full force and effect until the Discharge Date. Notwithstanding the foregoing, that mightthis Article 7 shall continue in full force and effect or be revived, but for as the provisions case may be, if any payment by or on behalf the Asset Manager is made, or the Purchaser or Company exercises its right of this Sectionsetoff, constitute a legal or equitable discharge of the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing 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 the Shortfalls and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Borrower to the extent permitted by applicable lawPurchaser or Company in its discretion) suffered by the Borrower that are caused by the Issuing Bank's gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in orderrepaid to a trustee, without responsibility for further investigation, regardless of receiver or any notice or information to the contrary andother party, in making connection with any payment proceeding under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under Debtor Relief Laws or otherwise, all as if such Letter of Credit as to any payment had not been made or such setoff had not occurred and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount Purchaser or Company is in possession of or has released this Agreement and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Asset Manager under this paragraph shall survive termination of this Agreement. (h) In the event that acceleration of the time for payment of any of the Lessee Obligations is stayed, in connection with any case commenced by or against the Asset Manager or a Lessee under any Debtor Relief Laws, or otherwise, all Shortfalls due and payable shall nonetheless be payable by the Asset Manager immediately upon demand by the Company. (i) The Asset Manager acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from a Lessee such information concerning the financial condition, business and operations of such Lessee as the Asset Manager requires, and that neither the Purchaser nor Company has any duty, and the Asset Manager is not relying on the Purchaser or Company at any time, to disclose to the beneficiary thereunder equals Asset Manager any information relating to the amount business, operations or financial condition of such draft and whether or not a Lessee (the Asset Manager waiving any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document duty on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect the part of the documents presented under Purchaser or Company to disclose such Letter of Credit with information and any defense relating to the terms thereof shall, in each case, be deemed not failure to constitute wilful misconduct or gross negligence of provide the Issuing Banksame).

Obligations Absolute. The Borrower's Co-Borrowers' obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; (ii) any amendment or waiver of of, or any consent to departure from from, all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the BorrowerCo-Borrowers, any other party guaranteeing, or otherwise obligated with, the BorrowerCo-Borrowers, any Subsidiary subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lendersany Lender, the Administrative Agent or any other person or 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 the Borrower's Co-Borrowers' obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower Co-Borrowers hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the Issuing Bank. However, the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower Co-Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the each Co-Borrower to the extent permitted by applicable law) suffered by the any Borrower that are caused by the Issuing Bank's gross negligence or wilful willful misconduct (as determined by a court of competent jurisdiction by final and nonappealable judgment) in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful willful misconduct or gross negligence of the Issuing Bank.

Obligations Absolute. The Borrower's ’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: (i) any lack of validity or enforceability of any Letter of Credit or any Loan Credit Document, or any term or provision therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Credit Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Restricted Subsidiary or other Affiliate thereof or any other person Person may at any time have against the beneficiary under any Letter of Credit, the applicable Issuing Bank, the Administrative Agent or any Lender or any other personPerson, whether in connection with this Agreement, any other Loan Credit Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act or omission to act or delay of any kind of the applicable Issuing Bank, the Lenders, the Administrative Agent or any other person Person or 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 the Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful willful misconduct of the applicable Issuing Bank. However, the foregoing shall not be construed to excuse the such 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 such Issuing Bank's ’s gross negligence or wilful willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it . It is further understood and agreed that the applicable Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit issued by such Issuing Bank (i) the such Issuing Bank's ’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence or willful misconduct of the such Issuing Bank.

Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: : (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; ; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; ; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the applicable Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; ; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ; (v) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and and (vi) any other act or omission to act or delay of any kind of the applicable Issuing Bank, the Lenders, the Administrative Agent or any other person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this SectionSection 2.22, constitute a legal or equitable discharge of the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the applicable Issuing Bank. However, the foregoing shall not be construed to excuse the any 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 such Issuing Bank's gross negligence or wilful misconduct in determining or failure to examine drafts and other documents presented under a Letter of Credit to determine whether such drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the any Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the any Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the applicable Issuing Bank.

Obligations Absolute. The Borrower's obligations of US Borrowers to reimburse L/C Disbursements as provided in paragraph (e) above pay each Letter of Credit Obligation, the obligations of Canadian Borrowers to pay each Canadian Letter of Credit Obligation, the obligations of Canadian Lenders to make payments to Agent for the account of Canadian Issuing Bank with respect to Letters of Credit issued for the account of a Canadian Borrower and the obligations of US Lenders to make payments to Agent for the account of US Issuing Bank with respect to Letters of Credit issued for the account of a US Borrower shall be absolute, unconditional and irrevocable, irrevocable and shall be performed strictly in accordance with the terms of this Agreement, Agreement under any and all circumstances circumstances, whatsoever, notwithstanding the occurrence or continuance of any Default, Event of Default, the failure to satisfy any other condition set forth in Section 4 hereof or any other event or circumstance, and irrespective of: of (i) any lack of validity or enforceability of any Letter of Credit or any Loan Documentthis Agreement, or any term or provision therein; , (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, fraudulent or invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; , (viii) payment by the an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and (vi) any other act , except where such payment constitutes gross negligence or omission to act or delay of any kind willful misconduct on the part of the Issuing Bank, the Lendersas determined pursuant to a final, the Administrative Agent non-appealable order of a court of competent jurisdiction, or any other person or (iv) 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 the setoff against, a Borrower's ’s obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the except where such circumstance constitutes gross negligence or wilful willful misconduct on the part of the Issuing Bank, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. HoweverNone of Agent, Lenders or the Issuing Banks, or any of their Affiliates, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of an Issuing Bank; provided, that, the foregoing shall not be construed to excuse the an Issuing Bank from liability to the applicable Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the each Borrower to the extent permitted by applicable law) suffered by the a Borrower that are caused by the an Issuing Bank's gross negligence or wilful misconduct in ’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that . The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank may accept (as determined pursuant to a final, non-appealable order of a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, with respect to documents that presented which appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary andcontrary, or refuse to accept and make payment upon such documents if such documents are not in making any payment under any Letter strict compliance with the terms of Credit (i) the Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.