Common use of Obligations of Borrower Absolute Clause in Contracts

Obligations of Borrower Absolute. The obligation of the Borrower to reimburse the Fronting Bank for Drawings honored under the Letters of Credit issued by it shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances including, without limitation, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right that the Borrower, any Account Party or any Affiliate of the Borrower or any Account Party may have at any time against a Beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such Beneficiary or transferee may be acting), the Fronting Bank or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or any other documents presented under 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; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) any non-application or misapplication by the Beneficiary of the proceeds of any Drawing under a Letter of Credit; or (vi) the fact that an Unmatured Default or Event of Default shall have occurred and be continuing. No payment made under this Section shall be deemed to be a waiver of any claim the Borrower may have against the Fronting Bank or any other Person.

Obligations of Borrower Absolute. The obligation of the Borrower to reimburse the each Fronting Bank for Drawings honored under the Letters of Credit issued for the account of the Borrower by it such Fronting Bank shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances including, without limitation, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right that the Borrower, any Account Party or any Affiliate of the Borrower or any Account Party may have at any time against a Beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such Beneficiary or transferee may be acting), the such Fronting Bank or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or any other documents presented under 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; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) any non-application or misapplication by the Beneficiary of the proceeds of any Drawing under a Letter of Credit; or (vi) the fact that an Unmatured Event of Default or Event of an Unmatured Default shall have occurred and be continuing. No payment made under this Section 2.04 shall be deemed to be a waiver of any claim the Borrower may have against the any Fronting Bank or any other Person.

Obligations of Borrower Absolute. The obligation of the Borrower to reimburse the Fronting Bank for Drawings honored under the Letters of Credit issued by it shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances including, without limitation, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right that which the Borrower, any Account Party or any Affiliate of the Borrower or any Account Party may have at any time against a Beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such Beneficiary or transferee may be acting), the Fronting Bank or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or any other documents presented under 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; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) any non-application or misapplication by the Beneficiary of the proceeds of any Drawing under a Letter of Credit; or (vi) the fact that an Unmatured Default or Event of Default shall have occurred and be continuing. No payment made under this Section shall be deemed to be a waiver of any claim the Borrower may have against the Fronting Bank or any other Person.

Obligations of Borrower Absolute. (a) The obligation obligations, covenants and agreements of the Borrower to reimburse the Fronting Bank for Drawings honored under the Letters of Credit issued by it this Agreement shall be absolute, unconditional and irrevocable irrevocable, and shall Borrower separately covenants and agrees to timely pay in full in strict accordance herewith all amounts which may become due and owing hereunder and to timely observe and perform all other agreements and covenants to be paid strictly in accordance with the terms of this Agreement observed and performed by Borrower hereunder, such payment, observance and performance to be made hereunder under all circumstances whatsoever, including, without limitation, the following circumstancesfollowing: (i1) any lack of validity or enforceability of any Letter of CreditFinancing Documents; (ii2) any amendment or waiver of or any consent to departure from all or any of the Financing Documents; (3) the existence of any claim, set-off, defense or other right that the Borrower, any Account Party or any Affiliate of the rights which Borrower or any Account Party may have at any time against a Beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such Beneficiary or transferee may be acting), the Fronting Bank or any other Person, whether in connection with this Agreement, the transactions contemplated herein Letter of Credit, the Demand Notes or any of the other Financing Documents, or any unrelated transaction; (iii4) any draft, demand, certificate statement or any other documents document presented under any a Letter of Credit proving proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being proves to be untrue or inaccurate in any respectrespect whatsoever; (iv5) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) any non-application or misapplication payment by the Beneficiary of the proceeds of any Drawing Bank under a Letter of Credit against presentation of a draft or certificate which does not comply with the terms of the Letter of Credit, provided such payment shall not have constituted gross negligence or willful misconduct by Bank; orand (vi6) any other circumstance or happening whatsoever, whether or not similar to any of the fact that an Unmatured Default foregoing, provided the same does not constitute gross negligence or Event willful misconduct by Bank. (b) No act of Default commission or omission of any kind at any time on the part of Bank in respect of any matter whatsoever shall have occurred and be continuing. No payment made in any way affect or impair any right, power or benefit of Bank under this Section shall be deemed Agreement and, to be a waiver the extent permitted by applicable law, no setoff, claim, reduction, diminution of any claim the obligation, or any defense of any kind or nature which Borrower may have against the Fronting Bank shall be available against Bank in any suit or action brought by Bank to enforce any other Personright, power or benefit under this Agreement.

Obligations of Borrower Absolute. The obligation of the Borrower to reimburse the each Fronting Bank for Drawings honored under the Letters of Credit issued by it shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances including, without limitation, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right that the Borrower, any Account Party or any Affiliate of the Borrower or any Account Party may have at any time against a Beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom which any such Beneficiary or transferee may be acting), the any Fronting Bank or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or any other documents presented under 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; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) any non-application or misapplication by the Beneficiary of the proceeds of any Drawing under a Letter of Credit; or (vi) the fact that an Unmatured Default or Event of Default shall have occurred and be continuing. No payment made under this Section shall be deemed to be a waiver of any claim the Borrower may have against the any Fronting Bank or any other Person.

Obligations of Borrower Absolute. (a) The obligation obligations of the Borrower to reimburse the Fronting Bank for Drawings honored under the Letters this Credit Agreement, any Letter of Credit issued by it Agreement and any other agreement or instrument relating to any Facility Letter of Credit shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Credit Agreement, such Letter of Credit Agreement and such other agreement or instrument under all circumstances including, without limitationcircumstances. As between the Borrower and each Issuing Bank, the following circumstancesBorrower assumes all risks of the acts and omissions of, or misuse of any Facility Letters of Credit by, the beneficiaries of the Facility Letters of Credit. In furtherance and not in limitation of the foregoing, neither any Issuing Bank, any Lender nor any of their officers or directors shall be responsible for: (i) any lack of validity or enforceability of this Credit Agreement, any Letter of CreditCredit Agreement, any Letter of Credit Agreement, any other Credit Document, any Facility Letter of Credit or any other agreement or instrument relating thereto (collectively, the "LOC Related Documents"); (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 Borrower in respect of the Facility (iii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Facility 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; (iv) the existence of any claim, set-off, defense or other right that the Borrower, any Account Party or any Affiliate of the Borrower or any Account Party may have at any time against a Beneficiary any beneficiary or any transferee of any a Facility Letter of Credit (or any Persons or entities for whom any such Beneficiary beneficiary or any such transferee may be acting), the Fronting Bank any Issuing Bank, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein hereby or by the LOC Related Documents or any unrelated transaction; (iiiv) the use that may be made of any Facility Letter of Credit or acts or omissions of any beneficiary or transferee in connection therewith, including, without limitation, the misapplication by the beneficiary of a Facility Letter of Credit of the proceeds of any drawing under such Facility Letter of Credit; (vi) any draft, demand, certificate or any other documents document presented under any a Facility 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; (ivvii) payment by the surrender or impairment Issuing bank under a Facility Letter of any security for the performance or observance Credit against presentation of any of documents that do not comply with the terms of the Facility Letter of Credit, including, without limitation, failure of such documents to bear any of reference or adequate reference to the Loan Documents; (v) any non-application or misapplication by the Beneficiary of the proceeds of any Drawing under a Facility Letter of Credit; or (viviii) the fact failure of the beneficiary of any Facility Letter of Credit to comply fully with conditions required in order to draw upon such Facility Letter of Credit; (ix) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy or otherwise, whether or not they be in cipher; (x) errors in interpretation of technical terms; (xi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Facility Letter of Credit, or of the proceeds thereof; and (xii) any other circumstances whatsoever in making or failing to make payment under any Facility Letter of Credit. (b) In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that an Unmatured Default appear on their face to be in order, without responsibility for further investigation, regardless of any notice or Event information to the contrary. None of Default the above shall have occurred and be continuing. No payment made under this Section affect, impair, or prevent the vesting of any of any Issuing Bank's rights or powers hereunder. (c) Notwithstanding the foregoing, no Issuing Bank shall be deemed to be a waiver relieved of any claim the Borrower liability it may otherwise have against the Fronting Bank as a result of any direct, but not any consequential, damages resulting from its gross negligence or any other Personwillful misconduct in paying non-conforming drawings under a Facility Letter of Credit.

Obligations of Borrower Absolute. (a) The obligation obligations, covenants and agreements of the Borrower to reimburse the Fronting Bank for Drawings honored under the Letters of Credit issued by it this Agreement shall be absolute, unconditional and irrevocable irrevocable, and shall Borrower separately covenants and agrees to timely pay in full in strict accordance herewith all amounts which may become due and owing hereunder and to timely observe and perform all other agreements and covenants to be paid strictly in accordance with the terms of this Agreement observed and performed by Borrower hereunder, such payment, observance and performance to be made hereunder under all circumstances whatsoever, including, without limitation, the following circumstancesfollowing: (i1) any lack of validity or enforceability of any Letter of CreditFinancing Documents; (ii2) any amendment or waiver of or any consent to departure from all or any of the Financing Documents; (3) the existence of any claim, set-off, defense or other right that the Borrower, any Account Party or any Affiliate of the rights which Borrower or any Account Party may have at any time against a Beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such Beneficiary or transferee may be acting), the Fronting Bank or any other Person, whether in connection with this Agreement, the transactions contemplated herein Letter of Credit, the Demand Notes or any of the other Financing Documents, or any unrelated transaction; (iii4) any draft, demand, certificate statement or any other documents document presented under any Lender a Letter of Credit proving proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being proves to be untrue or inaccurate in any respectrespect whatsoever; (iv5) payment by Bank under the surrender Letter of Credit against presentation of a draft or impairment certificate which does not comply with the terms of the Letter of Credit, provided such payment shall not have constituted gross negligence or willful misconduct by Bank; and (6) any security for the performance other circumstance or observance of happening whatsoever, whether or not similar to any of the terms foregoing, provided the same does not constitute gross negligence or willful misconduct by Bank. (b) No act of commission or omission of any kind at any time on the part of the Loan Documents; (v) any non-application or misapplication by the Beneficiary of the proceeds Bank in respect of any Drawing under a Letter matter whatsoever shall in any way affect or impair any right, power or benefit of Credit; or (vi) the fact that an Unmatured Default or Event of Default shall have occurred and be continuing. No payment made Bank under this Section shall be deemed Agreement and, to be a waiver the extent permitted by applicable law, no setoff, claim, reduction, diminution of any claim the obligation, or any defense of any kind or nature which Borrower may have against the Fronting Bank shall be available against Bank in any suit or action brought by Bank to enforce any other Personright, power or benefit under this Agreement.

Obligations of Borrower Absolute. The obligation obligations of the Borrower under this Agreement and any L/C-Related Document to reimburse the Fronting Issuing Bank for Drawings honored a drawing under the Letters a Letter of Credit, and to repay any L/C Unreimbursed Draw and any drawing under a Letter of Credit issued by it converted into Revolving Loans, shall be unconditional and irrevocable irrevocable, and shall be paid strictly in accordance with the terms of this Agreement and each such other L/C-Related Document under all circumstances includingcircumstances, without limitation, including the following circumstancesfollowing: (i) any lack of validity or enforceability of this Agreement or any Letter of CreditL/C-Related Document; (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 Borrower in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the L/C-Related Documents, in each case in accordance with the terms of this Agreement and each L/C Related Document; (iii) the existence of any claim, set-off, defense or other right that the Borrower, any Account Party or any Affiliate of the Borrower or any Account Party may have at any time against a Beneficiary any beneficiary or any transferee of any Letter of Credit (or any Persons or entities Person for whom any such Beneficiary beneficiary or any such transferee may be acting), the Fronting Issuing Bank or any other Person, whether in connection with this Agreement, the transactions contemplated herein hereby or by the L/C-Related Documents or any unrelated transaction; (iiiiv) any draft, demand, certificate or any other documents document presented under 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; (ivv) any payment by the surrender Issuing Bank under any Letter of Credit against presentation of a draft, certificate or impairment of any security for the performance or observance of any of other document that does not strictly comply with the terms of any of the Loan Documents; (v) any non-application or misapplication by the Beneficiary of the proceeds of any Drawing under a Letter of Credit; or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any bankruptcy, reorganization or other insolvency proceeding; or (vi) the fact that an Unmatured Default any exchange, release or Event non-perfection of Default shall have occurred and be continuing. No payment made under this Section shall be deemed to be a any collateral, or any release or amendment or waiver of or consent to departure from any claim other guarantee, for all or any of the obligations of the Borrower may have against the Fronting Bank or in respect of any other PersonLetter of Credit.

Obligations of Borrower Absolute. The obligation of the Borrower to reimburse the each Fronting Bank for Drawings honored under the Letters of Credit issued for the account of the Borrower by it such Fronting Bank shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances including, without limitation, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right that the Borrower, any Account Party or any Affiliate of the Borrower or any Account Party may have at any time against a Beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such Beneficiary or transferee may be acting), the such Fronting Bank or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or any other documents presented under 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; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents;; 744224964 (v) any non-application or misapplication by the Beneficiary of the proceeds of any Drawing under a Letter of Credit; or (vi) the fact that an Unmatured Event of Default or Event of an Unmatured Default shall have occurred and be continuing. No payment made under this Section 2.04 shall be deemed to be a waiver of any claim the Borrower may have against the any Fronting Bank or any other Person.

Obligations of Borrower Absolute. The obligation obligations of the Borrower under this Agreement and any L/C-Related Document to reimburse the Fronting Issuing Bank for Drawings honored a drawing under the Letters a Letter of Credit, and to repay any L/C Unreimbursed Draw and any drawing under a Letter of Credit issued by it converted into Revolving Loans, shall be unconditional and irrevocable irrevocable, and shall be paid strictly in accordance with the terms of this Agreement and each such other L/C-Related Document under all circumstances includingcircumstances, without limitation, including the following circumstancesfollowing: (i) any lack of validity or enforceability of this Agreement or any Letter of CreditL/C-Related Document; (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 Borrower in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the L/C-Related Documents; (iii) the existence of any claim, set-off, defense or other right that the Borrower, any Account Party or any Affiliate of the Borrower or any Account Party may have at any time against a Beneficiary any beneficiary or any transferee of any Letter of Credit (or any Persons or entities Person for whom any such Beneficiary beneficiary or any such transferee may be acting), the Fronting Issuing Bank or any other Person, whether in connection with this Agreement, the transactions contemplated herein hereby or by the L/C-Related Documents or any unrelated transaction; (iiiiv) any draft, demand, certificate or any other documents document presented under 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; (ivv) any payment by the surrender Issuing Bank under any Letter of Credit against presentation of a draft or impairment of any security for the performance or observance of any of certificate that does not strictly comply with the terms of any Letter of Credit; or any payment made by the Loan DocumentsIssuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any bankruptcy, reorganization or other insolvency proceeding; (vvi) any exchange, release or non-application perfection of any collateral, or misapplication by the Beneficiary any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the proceeds obligations of the Borrower in respect of any Drawing under a Letter of Credit; or (vivii) any other circumstance or happening whatsoever, whether or not similar to any of the fact foregoing, including any other circumstance that an Unmatured Default might otherwise constitute a defense available to, or Event of Default shall have occurred and be continuing. No payment made under this Section shall be deemed to be a waiver of any claim discharge of, the Borrower may have against the Fronting Bank or any other Persona guarantor.

Obligations of Borrower Absolute. The obligation obligations of the Borrower under this Agreement and any other L/C Related Document shall, to reimburse the Fronting Bank for Drawings honored under the Letters of Credit issued extent permitted by it shall law, be unconditional and irrevocable irrevocable, and shall be paid strictly in accordance with the terms of this Agreement such L/C Related Document under all circumstances circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of any Letter one or more of Creditsuch other documents and agreements, including, but not limited to, the L/C Related Documents; (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 Borrower in respect of any L/C Related Document or any other amendment or waiver of or any consent to departure from all or any of the L/C Related Documents; (iii) the existence of any claim, set-off, defense or other right that the Borrower, any Account Party or any Affiliate of the Borrower or any Account Party may have at any time against a Beneficiary any beneficiary or any transferee of any a Letter of Credit (or any Persons or entities for whom any such Beneficiary beneficiary or any such transferee may be acting), the Fronting any Issuing Bank or any other Person, whether in connection with this Agreement, the transactions contemplated herein by the L/C Related Documents or any unrelated transaction; (iiiiv) any draft, demand, certificate statement or any other documents document presented under any 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; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) payment by any non-application or misapplication by the Beneficiary of the proceeds of any Drawing Issuing Bank under a Letter of Credit against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit, except to the extent that such payment resulted from such Issuing Bank's willful misconduct or gross negligence, as found in a final, non-appealable judgment by a court of competent jurisdiction, in determining whether such draft or certificate complies on its face with the terms of such Letter of Credit; (vi) any exchange, release or nonperfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the obligations of the Borrower in respect of the L/C Related Documents; or (vivii) any other circumstance or happening whatsoever, whether or not similar to any of the fact foregoing, including, without limitation, any other circumstance that an Unmatured Default might otherwise constitute a defense available to, or Event of Default shall have occurred and be continuing. No payment made under this Section shall be deemed to be a waiver of any claim discharge of, the Borrower may have against the Fronting Bank or any other Persona guarantor.

Obligations of Borrower Absolute. The obligation of the Borrower to reimburse the Fronting Bank for Drawings honored under the Letters of Credit issued by it shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances including, without limitation, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right that which the Borrower, any Account Party or any Affiliate of the Borrower or any Account Party may have at any time against a Beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such Beneficiary or transferee may be acting), the Fronting Bank or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or any other documents presented under 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; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) any non-application or misapplication by the Beneficiary of the proceeds of any Drawing under a Letter of Credit; or (vi) the fact that an Unmatured Default Event of Default, or event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both, shall have occurred and be continuing. No payment made under this Section shall be deemed to be a waiver of any claim the Borrower may have against the Fronting Bank or any other Person.

Obligations of Borrower Absolute. The obligation obligations of the Borrower under this Agreement and any L/C-Related Document to reimburse the Fronting Bank Issuing Lender for Drawings honored a drawing under the Letters a Letter of Credit, and to repay any L/C Unreimbursed Draw and any drawing under a Letter of Credit issued by it converted into Revolving Loans, shall be unconditional and irrevocable irrevocable, and shall be paid strictly in accordance with the terms of this Agreement and each such other L/C-Related Document under all circumstances includingcircumstances, without limitation, including the following circumstancesfollowing: (i) any lack of validity or enforceability of this Agreement or any Letter of CreditL/C-Related Document; (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 Borrower in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the L/C-Related Documents; (iii) the existence of any claim, set-off, defense or other right that the Borrower, any Account Party or any Affiliate of the Borrower or any Account Party may have at any time against a Beneficiary any beneficiary or any transferee of any Letter of Credit (or any Persons or entities Person for whom any such Beneficiary beneficiary or any such transferee may be acting), the Fronting Bank Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein hereby or by the L/C-Related Documents or any unrelated transaction; (iiiiv) any draft, demand, certificate or any other documents document presented under 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; (ivv) any payment by the surrender Issuing Lender under any Letter of Credit against presentation of a draft or impairment of any security for the performance or observance of any of certificate that does not strictly comply with the terms of any Letter of Credit; or any payment made by the Loan DocumentsIssuing Lender under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any bankruptcy, reorganization or other insolvency proceeding; (vvi) any exchange, release or non-application perfection of any collateral, or misapplication by the Beneficiary any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the proceeds obligations of the Borrower in respect of any Drawing under a Letter of Credit; or (vivii) any other circumstance or happening whatsoever, whether or not similar to any of the fact foregoing, including any other circumstance that an Unmatured Default might otherwise constitute a defense available to, or Event of Default shall have occurred and be continuing. No payment made under this Section shall be deemed to be a waiver of any claim discharge of, the Borrower may have against the Fronting Bank or any other Persona guarantor.

Obligations of Borrower Absolute. (a) The obligation obligations, covenants and agreements of the Borrower to reimburse the Fronting Bank for Drawings honored under the Letters of Credit issued by it this Agreement shall be absolute, unconditional and irrevocable irrevocable, and shall Borrower separately covenants and agrees to timely pay in full in strict accordance herewith all amounts which may become due and owing hereunder and to timely observe and perform all other agreements and covenants to be paid strictly in accordance with the terms of this Agreement observed and performed by Borrower hereunder, such payment, observance and performance to be made hereunder under all circumstances whatsoever, including, without limitation, the following circumstancesfollowing: (i1) any lack of validity or enforceability of any Letter of CreditFinancing Documents; (ii2) any amendment or waiver of or any consent to departure from all or any of the Financing Documents; (3) the existence of any claim, set-off, defense or other right that the Borrower, any Account Party or any Affiliate of the rights which Borrower or any Account Party may have at any time against a Beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such Beneficiary or transferee may be acting), the Fronting Bank or any other Person, whether in connection with this Agreement, the transactions contemplated herein Letter of Credit, the Demand Notes or any of the other Financing Documents, or any unrelated transaction; (iii4) any draft, demand, certificate statement or any other documents document presented under any Lender a Letter of Credit proving proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being proves to be untrue or inaccurate in any respectrespect whatsoever; (iv5) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) any non-application or misapplication payment by the Beneficiary of the proceeds of any Drawing Bank under a Letter of Credit against presentation of a draft or certificate which does not comply with the terms of the Letter of Credit, provided such payment shall not have constituted gross negligence or willful misconduct by Bank; orand (vi6) any other circumstance or happening whatsoever, whether or not similar to any of the fact that an Unmatured Default foregoing, provided the same does not constitute gross negligence or Event willful misconduct by Bank. (b) No act of Default commission or omission of any kind at any time on the part of Bank in respect of any matter whatsoever shall have occurred and be continuing. No payment made in any way affect or impair any right, power or benefit of Bank under this Section shall be deemed Agreement and, to be a waiver the extent permitted by applicable law, no setoff, claim, reduction, diminution of any claim the obligation, or any defense of any kind or nature which Borrower may have against the Fronting Bank shall be available against Bank in any suit or action brought by Bank to enforce any other Personright, power or benefit under this Agreement.

Obligations of Borrower Absolute. The obligation of the Borrower to reimburse the Fronting Bank for Drawings honored under the Letters of Credit issued by it shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances including, without limitation, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right that the Borrower, any Account Party or any Affiliate of the Borrower or any Account Party may have at any time against a Beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such Beneficiary or transferee may be acting), the Fronting Bank or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or any other documents presented under 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; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) any non-application or misapplication by the Beneficiary of the proceeds of any Drawing under a Letter of Credit; or (vi) the fact that an Unmatured Default Event of Default, or event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both, shall have occurred and be continuing. No payment made under this Section shall be deemed to be a waiver of any claim the Borrower may have against the Fronting Bank or any other Person.