Common use of Reimbursement Obligations Absolute Clause in Contracts

Reimbursement Obligations Absolute. The obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its 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 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The obligations Reimbursement Obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement the Loan Documents under any and all circumstances whatsoever and irrespective the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including, without limitation, in any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit, Credit or any term or provision therein, other Loan Document; (ii) any draft amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense, or other document rights which any Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, the Lender or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iv) any statement, draft, or other documentation presented under a any Letter of Credit proving to be forged, fraudulent fraudulent, invalid, or invalid insufficient in any respect or any statement therein being untrue or inaccurate in any respect, respect whatsoever; (iiiv) payment by the Lender under a any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) at any time ; or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its 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 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 their control; provided that the foregoing shall not be construed Reimbursement Obligations with respect to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in may be subject to avoidance by a Borrower if the case of each of the foregoing clauses (x) and (y), as determined Borrower proves in a final and non-appealable judgment by a court that it was damaged and that such damage arose directly from the Lender’s willful misconduct or gross negligence in determining whether the documentation presented under the Letter of competent jurisdiction. The parties hereto expressly agree that:Credit in question complied with the terms thereof.

Reimbursement Obligations Absolute. The obligations Reimbursement Obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement the Loan Documents under any and all circumstances whatsoever and irrespective the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including, without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit, Credit or any term or provision therein, other Loan Document; (ii) any draft amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense, or other document rights which the Borrower, any Obligated Party, or any other Person may have at any time against any beneficiary of any Letter of Credit, the Agent, any Bank, or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iv) any statement, draft, or other documentation presented under a any Letter of Credit proving to be forged, fraudulent fraudulent, invalid, or invalid insufficient in any respect or any statement therein being untrue or inaccurate in any respect, respect whatsoever; (iiiv) payment by the Agent under a any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) at any time ; or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, or (x) 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 2.02, constitute Reimbursement Obligations with respect to a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its 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 may be subject to make any payment thereunder (irrespective of any of avoidance by 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer from liability to any Obligor Borrower to the extent of any direct actual damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived suffered by the Obligors to Borrower if the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined Borrower proves in a final nonappealable judgment that it was so damaged and non-appealable judgment by a court that such damage arose directly from the Agent's willful misconduct or gross negligence in determining whether the documentation presented under the letter of competent jurisdiction. The parties hereto expressly agree that:credit in question complied with the terms thereof, and the Agent agrees to reimburse the Revolving Banks which have funded their participation interest in any such Letter of Credit, pursuant to subsection 2.7(d), their respective Revolving Commitment Percentage of any amount of such Reimbursement Obligations so avoided.

Reimbursement Obligations Absolute. The obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in Guarantor under the Guarantee Agreement, Agreement 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 term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its 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 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The obligations Reimbursement Obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, Borrower under this Fifth Supplement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement the Loan Documents under any and all circumstances whatsoever and irrespective the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including, without limitation, in any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit, Credit or any term or provision therein, other Loan Document; (ii) any draft amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense, or other document rights which any Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, the Lender or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iv) any statement, draft, or other documentation presented under a any Letter of Credit proving to be forged, fraudulent fraudulent, invalid, or invalid insufficient in any respect or any statement therein being untrue or inaccurate in any respect, respect whatsoever; (iiiv) payment by the Lender under a any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) at any time ; or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its 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 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 their control; provided that the foregoing shall not be construed Reimbursement Obligations with respect to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in may be subject to avoidance by a Borrower if the case of each of the foregoing clauses (x) and (y), as determined Borrower proves in a final and non-appealable judgment by a court that it was damaged and that such damage arose directly from the Lender’s willful misconduct or gross negligence in determining whether the documentation presented under the Letter of competent jurisdiction. The parties hereto expressly agree that:Credit in question complied with the terms thereof.

Reimbursement Obligations Absolute. The obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its 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 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The obligations Reimbursement Obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement the Loan Documents under any and all circumstances whatsoever and irrespective the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit, Credit or any term or provision therein, other Loan Document; (ii) any draft amendment or waiver of or any consent to or departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense or other document rights which the Borrower, any Obligated Party, or any other Person may have at any time against any beneficiary of any Letter of Credit, the Bank, or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iv) any statement, draft, or other documentation presented under a any Letter of Credit proving to be forged, fraudulent fraudulent, invalid, or invalid insufficient in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment under a Letter of Credit against presentation of a draft respect whatsoever; or other document that does not comply with the terms of such Letter of Credit, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its 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 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 their control; provided that the foregoing shall not be construed Reimbursement Obligations with respect to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in may be subject to avoidance by the case of each of Borrower if the foregoing clauses (x) and (y), as determined Borrower proves in a final nonappealable judgment that it was damaged and non-appealable judgment by a court that such damage arose directly from the Bank’s willful misconduct or gross negligence in determining whether the documentation presented under the Letter of competent jurisdiction. The parties hereto expressly agree that:Credit in question complied with the terms thereof.

Reimbursement Obligations Absolute. The obligations obligation of the relevant Subsidiary Account Party Borrower to reimburse LC L/C Disbursements as provided in paragraph (e) of this Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 CreditCredit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) 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, Credit (iv) at any time amendment or from time to time, without notice to the Guarantor waiver of or any Subsidiary Account Party, the time for consent to departure from all or any performance terms of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewedthe Transaction Documents, (v) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against the beneficiary of such reimbursement obligations Letter of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, Credit (or any guarantee of Persons for whom such beneficiary may be acting), the applicable Issuing Bank, the Administrative Agent, any of such reimbursement obligations Lender or any security therefor shall be releasedother Person, substituted whether in connection with this Agreement, the transactions contemplated hereby, by any other Transaction Document or exchanged in whole or in part or otherwise dealt withby any unrelated transaction, (vi) any lien breach of contract or security interest granted to, dispute among or in favor ofbetween the Borrower, the LC Issuer as security for applicable Issuing Bank, the Administrative Agent, any of such reimbursement obligations shall fail to be perfectedLender or any other Person, (vii) any non-application or misapplication by the occurrence beneficiary of the Letter of Credit of the proceeds of any DefaultL/C Disbursement or any other act or omission of such beneficiary in connection with such Letter of Credit, (viii) any failure to preserve or protect any Collateral, any failure to perfect or preserve the existence perfection of any proceedings of Lien thereon, or the type described in Section 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto release of any of such reimbursement obligationsthe Collateral securing the performance or observance of the terms of this Agreement or any of the other Financing Documents, (ix) any lack of validity or enforceability the failure of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, Revolving Lender to make a Revolving Loan as contemplated by Section 2.04(e) 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 2.02Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations of hereunder; provided that, in each case, payment by the Guarantor applicable Issuing Bank shall not have constituted gross negligence or any Subsidiary Account Party hereunderwillful misconduct. Neither the LC Issuer Administrative Agent, the Lenders nor any Issuing Bank, nor any of its their Related Parties 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 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 their control; provided that the foregoing shall not be construed to excuse control of such Issuing Bank, except in the LC Issuer from liability to any Obligor case of the applicable Issuing Bank and its Related Parties, to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) resulting from the gross negligence or willful misconduct of such Person. In furtherance of the LC Issuerforegoing and without limiting the generality thereof, as the case may beparties agree that, or (y) its willful failure with respect to make an LC Disbursement documents presented which appear on their face to be in respect substantial compliance with the terms of any drawing properly made under a Letter of Credit as provided in Section 2.02(c)Credit, the applicable 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 case contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of each such Letter of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:Credit.

Reimbursement Obligations Absolute. The obligations Reimbursement Obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement the Loan Documents under any and all circumstances whatsoever and irrespective the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including, without limitation, in any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit, Credit or any term or provision therein, other Loan Document; (ii) any draft amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense, or other document rights which any Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, the Lender or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iv) any statement, draft, or other documentation presented under a any Letter of Credit proving to be forged, fraudulent fraudulent, invalid, or invalid insufficient in any respect or any statement therein being untrue or inaccurate in any respect, respect whatsoever; or (iiiv) payment by the Lender under a any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) ; provided that Reimbursement Obligations with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its 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 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in may be subject to avoidance by a Borrower if the case of each of the foregoing clauses (x) and (y), as determined Borrower proves in a final and non-appealable judgment by a court that it was damaged and that such damage arose directly from the Lender’s willful misconduct or gross negligence in determining whether the documentation presented under the Letter of competent jurisdiction. The parties hereto expressly agree that:Credit in question complied with the terms thereof.

Reimbursement Obligations Absolute. The obligations (i) If any Issuing Lender shall make any Letter of Credit Disbursement in respect of any applicable Letter of Credit, the Borrower shall reimburse such Letter of Credit Disbursement to the applicable Issuing Lender for its own account no later than the second Business Day after such Letter of Credit Disbursement, in an amount equal to the full amount of such Letter of Credit Disbursement plus accrued interest thereon from the Disbursement Date to the date of repayment of the relevant Subsidiary Account Party Letter of Credit Disbursement at the rate of interest that would apply to reimburse LC Disbursements as provided an ABR Loan in accordance with Section 2.02(a) and 2.11 (each, a “Reimbursement Obligation”), which obligation of the Guarantor, as guarantor, as provided in the Guarantee Agreement, Borrower 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 irrespective of (i) any lack of validity or enforceability of any such Letter of Credit, or any term or provision therein, (ii) any claim, set-off right, defense or other right against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), any Issuing Lender, any Lender or any other Person that the Borrower or any Lender may have, (iii) any draft or other document presented under a such Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iiiiv) payment by the applicable Issuing Lender under a such Letter of Credit against presentation of a draft or other document that does not substantially comply with the terms of such Letter of Credit, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any breach of such reimbursement obligations of contract or dispute among or between Borrower, an Issuing Lender, Administrative Agent, any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, Lender or any 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 withother Person, (vi) any lien non-application or security interest granted to, misapplication by the beneficiary of a Letter of Credit of the proceeds of any Letter of Credit Disbursement or in favor of, the LC Issuer as security for any other act or omission of such reimbursement obligations shall fail to be perfectedbeneficiary in connection with such Letter of Credit, (vii) failure to preserve or protect any Collateral, any failure to perfect or preserve the occurrence perfection of any DefaultLien thereon, or the release of any of the Collateral securing the performance or observance of the terms of this Agreement or any of the other Financing Documents, (viii) an adverse change in the existence of any proceedings of the type described in Section 6.01(gbusiness, operations, properties, assets, condition (financial or otherwise) or (h) with respect to any other Subsidiary Account Party or party thereto prospects of any of such reimbursement obligationsBorrower, (ix) any lack of validity or enforceability the failure of any Lender to make a Letter of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligationsCredit Loan as contemplated by clause (h) below, or (x) a Default or Event of Default under this Agreement and (xi) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.022.03(f), constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party Borrower hereunder. Neither Notwithstanding the LC Issuer nor any foregoing, failure of its Related Parties shall have any liability or responsibility by reason of or the Borrower to pay a Reimbursement Obligation in connection accordance 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 immediately 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 their control; provided that the foregoing sentence shall not be construed to excuse the LC Issuer from liability to any Obligor constitute a Default or an Event of Default hereunder to the extent of any direct damages (as opposed such Reimbursement Obligation converts to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each Loan of the foregoing clauses (x) and (yapplicable Class in accordance with Section 2.03(h), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:.

Reimbursement Obligations Absolute. The Account Parties’ joint and several obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in paragraph (a) of this Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 Syndicated Letter of Credit, Credit or any term or provision therein, (ii) any draft or other document presented under a Syndicated Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment under a Syndicated Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Syndicated Letter of Credit (provided that the Account Parties 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 Syndicated Letter of Credit), (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be being amended or otherwise modified in any respect, or any guarantee of any of such reimbursement obligations or any security therefor shall be being released, substituted or exchanged in whole or in part or otherwise dealt with, (vi) any lien or security interest granted to, or in favor of, the LC Issuer as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viiivii) the existence of any proceedings of the type described in Section 6.01(gclause (g) or (h) of Article VIII with respect to any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, (ixviii) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, or (xix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent, nor any Lender nor any of its their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Syndicated 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 Syndicated 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Lender from liability to any Obligor Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Account Parties to the extent permitted by applicable law) suffered by such Obligor any Account Party that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, Administrative Agent or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdictionLender. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The obligations Reimbursement Obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, Borrower under this Second Supplement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement the Loan Documents under any and all circumstances whatsoever and irrespective the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including, without limitation, in any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit, Credit or any term or provision therein, other Loan Document; (ii) any draft amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense, or other document rights which any Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, the Lender or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iv) any statement, draft, or other documentation presented under a any Letter of Credit proving to be forged, fraudulent fraudulent, invalid, or invalid insufficient in any respect or any statement therein being untrue or inaccurate in any respect, respect whatsoever; (iiiv) payment by the Lender under a any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) at any time ; or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its 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 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 their control; provided that the foregoing shall not be construed Reimbursement Obligations with respect to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in may be subject to avoidance by a Borrower if the case of each of the foregoing clauses (x) and (y), as determined Borrower proves in a final and non-appealable judgment by a court that it was damaged and that such damage arose directly from the Lender’s willful misconduct or gross negligence in determining whether the documentation presented under the Letter of competent jurisdiction. The parties hereto expressly agree that:Credit in question complied with the terms thereof.

Reimbursement Obligations Absolute. The obligations Reimbursement Obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, Borrowers under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement the Loan Documents under any and all circumstances whatsoever and irrespective the Borrowers hereby waive any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including, in any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit, Credit or any term or provision therein, other Loan Document; (ii) any draft amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense, or other document rights which the Borrowers or any other Person may have at any time against any beneficiary of any Letter of Credit, the Agent, the Issuer, the Banks or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iv) any statement, draft, or other documentation presented under a any Letter of Credit proving to be forged, fraudulent fraudulent, invalid, or invalid insufficient in any respect or any statement therein being untrue or inaccurate in any respect, respect whatsoever; (iiiv) payment by the Issuer under a any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) at any time ; or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its 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 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 their control; provided that the foregoing shall not be construed Reimbursement Obligations with respect to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in may be subject to avoidance by the case of each of Borrowers if the foregoing clauses (x) and (y), as determined Borrowers prove in a final and non-appealable judgment by a court that they were damaged and that such damage arose directly from the Issuer’s willful misconduct or gross negligence in determining whether the documentation presented under the Letter of competent jurisdiction. The parties hereto expressly agree that:Credit in question complied with the terms thereof.

Reimbursement Obligations Absolute. The Account Parties' obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a2.03(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be amended or otherwise modified in any respect, or any guarantee 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 lien or security interest granted to, or in favor of, the LC Issuer Administrative Agent or any of the Banks 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, 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 2.022.03, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent nor any Bank nor any of its 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 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Bank from liability to any Obligor Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Account Parties to the extent permitted by applicable law) suffered by such Obligor any Account Party that are caused by (x) the gross negligence or willful misconduct of the LC IssuerAdministrative Agent or such Bank, as the case may be, or (y) in the case of any Bank, its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c2.03(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:: Credit Agreement

Reimbursement Obligations Absolute. The Account Parties' obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a2.03(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be amended or otherwise modified in any respect, or any guarantee 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 lien or security interest granted to, or in favor of, the LC Issuer Administrative Agent or any of the Banks 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, 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 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent nor any Bank nor any of its 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 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Bank from liability to any Obligor Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Account Parties to the extent permitted by applicable law) suffered by such Obligor any Account Party that are caused by (x) the gross negligence or willful misconduct of the LC IssuerAdministrative Agent or such Bank, as the case may be, or (y) in the case of any Bank, its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c2.03(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The Account Parties’ obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a2.03(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be amended or otherwise modified in any respect, or any guarantee 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 lien or security interest granted to, or in favor of, the LC Issuer Administrative Agent or any of the Banks 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, 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 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent nor any Bank nor any of its 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 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Bank from liability to any Obligor Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Account Parties to the extent permitted by applicable law) suffered by such Obligor any Account Party that are caused by (x) the gross negligence or willful misconduct of the LC IssuerAdministrative Agent or such Bank, as the case may be, or (y) in the case of any Bank, its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c2.03(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The Each Account Party's obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in paragraph (a) of this Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 Syndicated Letter of Credit, Credit or any term or provision therein, (ii) any draft or other document presented under a Syndicated Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment under a Syndicated Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Syndicated 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 Syndicated Letter of Credit), (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be being amended or otherwise modified in any respect, or any guarantee of any of such reimbursement obligations or any security therefor shall be being released, substituted or exchanged in whole or in part or otherwise dealt with, (vi) any lien or security interest granted to, or in favor of, the LC Issuer as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viiivii) the existence of any proceedings of the type described in Section 6.01(gclause (g) or (h) of Article VII with respect to any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, (ixviii) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, or (xix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent, nor any Lender nor any of its their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Syndicated 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 Syndicated 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 their control; provided PROVIDED that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Lender from liability to any Obligor Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors each Account Party to the extent permitted by applicable law) suffered by such Obligor Account Party that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, Administrative Agent or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdictionLender. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The obligations Subject to the second sentence in each of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(aSections 2.2.4(a) and of the Guarantor(b), as guarantor, as provided in the Guarantee Agreement, Borrower's obligation to repay Reimbursement Obligations and to pay interest thereon 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 circumstances, including (ia) any lack of validity or enforceability of any of the Operative Documents, (b) any amendment or waiver of or any consent to departure from all or any terms of any of the Operative Documents, (c) the existence of any claim, setoff, defense or other right which Borrower may have at any time against any LC Beneficiary or any transferee of any Letter of CreditCredit (or any Persons for whom any such beneficiary or transferee may be acting), Administrative Agent, the LC Bank, any Bank or any other Person, whether in connection with this Agreement, the transactions contemplated herein or in the other Operative Documents, or in any term or provision thereinunrelated transaction, (iid) any demand, statement, certificate, draft or other document presented under a such Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, unless the LC Bank acts with willful misconduct in honoring such demand, statement, certificate, draft or other document, (iiie) payment by the LC Bank under a any Letter of Credit against presentation of a any demand, statement, certificate, draft or other document that which does not strictly comply with the terms of any Letter of Credit, unless such payment constitutes gross negligence or willful misconduct on the part of the LC Bank, (f) any non-application or misapplication by any LC Beneficiary of the proceeds of any Drawing Payment under such Letter of Credit or any other act or omission of such beneficiary in connection with such Letter of Credit, (ivg) at any extension of time for or from time delay, renewal or compromise of or other indulgence or modification to timethe Drawing Payment granted or agreed to by the LC Bank and the Banks, except to the extent of the same, with or without notice to or approval by Borrower, (h) any failure to preserve or protect any Collateral, any failure to perfect or preserve the Guarantor perfection of any Lien thereon, or the release of any of the Collateral securing the performance or observance of the terms of this Agreement or any Subsidiary Account Partyof the other Operative Documents, (i) the fact that a Borrower Event of Default shall have occurred and be continuing, or (j) any other circumstances or happenings whatsoever relating to Borrower, such Reimbursement Obligation or the Projects, including the non-completion of any Project for any cause whatsoever, the time failure of a Project Company to occupy or use its Project in the manner contemplated by the Operative Documents or otherwise, any defect in title, design, operation, merchantability, fitness or condition of the Projects or in the suitability of the Projects for Borrower's or the Project Companies' purposes or needs, any performance failure of consideration, destruction of or compliance with damage to the Projects, any commercial frustration of such reimbursement obligations purpose, the taking by condemnation of title to or the use of all or any part of the Projects, any Change of Law, any failure of any Subsidiary Account Party Person to perform or party thereto shall be waivedobserve any agreement, extended whether express or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respectimplied, or any guarantee of any of such reimbursement obligations or any security therefor shall be releasedduty, substituted or exchanged in whole or in part or otherwise dealt with, (vi) any lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its Related Parties shall have any liability or responsibility by reason obligation arising out of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure Operative Documents 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 which such Person is a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond their control; provided that the foregoing shall not be construed to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:party.

Reimbursement Obligations Absolute. The obligations Reimbursement Obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement the Loan Documents under any and all circumstances whatsoever and irrespective the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit, Credit or any term or provision therein, other Loan Document; (ii) any draft amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense or other document rights which the Borrower, any Obligated Party, or any other Person may have at any time against any beneficiary of any Letter of Credit, the Agent, any Bank, or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iv) any statement, draft, or other documentation presented under a any Letter of Credit proving to be forged, fraudulent fraudulent, invalid, or invalid insufficient in any respect or any statement therein being untrue or inaccurate in any respect, respect whatsoever; (iiiv) payment by the Agent under a any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) at any time ; or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its 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 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 their control; provided that the foregoing shall not be construed Reimbursement Obligations with respect to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in may be subject to avoidance by the case of each of Borrower if the foregoing clauses (x) and (y), as determined Borrower proves in a final nonappealable judgment that it was damaged and non-appealable judgment by a court that such damage arose directly from the Agent's willful misconduct or gross negligence in determining whether the documentation presented under the Letter of competent jurisdiction. The parties hereto expressly agree that:Credit in question complied with the terms thereof.

Reimbursement Obligations Absolute. The obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a2.03(a) and of the Guarantor, Company as guarantor, guarantor as provided in the Guarantee Agreement, Section 2.01(h) 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 term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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, (iv) at any time or from time to time, without notice to the Guarantor Company or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer Administrative Agent or any of the Banks 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.022.03, constitute a legal or equitable discharge of the obligations of the Guarantor Company or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent nor any Bank nor any of its 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 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Bank from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC IssuerAdministrative Agent or such Bank, as the case may be, or (y) in the case of any Bank, its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c2.03(e), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The obligations If any Issuing Lender shall make any Letter of Credit Disbursement in respect of any applicable Letter of Credit, the relevant Subsidiary Account Party Borrower shall be absolutely, unconditionally and irrevocably obligated to reimburse LC Disbursements as provided such Letter of Credit Disbursement in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee accordance with this Agreement, shall be absolute, unconditional and irrevocable, and which obligation 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 such Letter of Credit, or any term or provision therein, (ii) any draft or other document presented under a such Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by such Issuing Lender under a such Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, Credit and (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.022.03(f), constitute a legal or equitable discharge of the obligations of the Guarantor Borrower hereunder, provided that, in each case, payment by such Issuing Lender shall not have constituted gross negligence or any Subsidiary Account Party hereunderwillful misconduct on the part of such Issuing Lender as proven in a non-appealable judgment by a court of competent jurisdiction. Neither the LC Issuer Administrative Agent, the Lenders nor any Issuing Lender, nor any of its their Related Parties Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by any applicable Issuing Lender 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 their controlthe control of the applicable Issuing Lender; provided that that, after paying in full its obligation to reimburse Letter of Credit Disbursements as provided in this Section, the foregoing shall not be construed to excuse the LC Issuer any Issuing Lender from liability to any Obligor the Borrower to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Borrower to the extent permitted by applicable law) suffered by such Obligor the Borrower that are caused by (x) the such Issuing Lender’s gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined proven in a final and non-appealable judgment by a court of competent jurisdictionjurisdiction when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The In furtherance of the foregoing, the parties hereto expressly agree that, in the absence of gross negligence or willful misconduct as proven in a non-appealable judgment by a court of competent jurisdiction on the part of an Issuing Lender:

Reimbursement Obligations Absolute. The obligations of the relevant Subsidiary Account Party Company’s obligation to reimburse LC Disbursements as provided in Section 2.02(a2.03(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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, (iv) at any time or from time to time, without notice to the Guarantor Company or any Subsidiary Account PartyApplicant, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party other Applicant or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party other Applicant or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer Administrative Agent or any of the Banks 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 6.01(g) or (h) with respect to any other Subsidiary Account Party Applicant or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party Applicant or party thereto of any of such reimbursement obligations, 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 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party Company hereunder. Neither the LC Issuer Administrative Agent nor any Bank nor any of its 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 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Bank from liability to any Obligor the Company to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Company to the extent permitted by applicable law) suffered by such Obligor the Company that are caused by (x) the gross negligence or willful misconduct of the LC IssuerAdministrative Agent or such Bank, as the case may be, or (y) in the case of any Bank, its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c2.03(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The obligations of the relevant Subsidiary Account Party Borrowers’ obligation (a “Reimbursement Obligation”) under Section 5.5 to reimburse LC Disbursements as provided an Issuer with respect to each Disbursement (including interest thereon) made under any Letter of Credit, and each other Lender’s obligation to make participation payments in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreementeach drawing which has not been reimbursed by such Borrower, shall be absolute, absolute and 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 circumstances, including: (ia) any lack of validity or enforceability of any such Letter of Credit, this Agreement or any term other Loan Document; (b) the existence of any claim, counterclaim, setoff, defense or provision thereinother right that the Borrowers or any of their Subsidiaries may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; (iic) any draft draft, demand, certificate or other document presented under a such Letter of Credit proving to be forged, fraudulent fraudulent, invalid or invalid insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (d) waiver by the Issuer of any requirement that exists for the Issuer’s protection and not the protection of a Borrower, or any waiver by the Issuer that does not in fact materially prejudice a Borrower; (iiie) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft; (f) any payment made by the Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable; (g) any payment by the applicable Issuer under a such Letter of Credit against presentation of a draft or other document certificate that does not strictly comply with the terms of such Letter of Credit, (iv) at any time or from time to time, without notice to the Guarantor ; or any Subsidiary Account Partypayment made by such Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the time for any performance benefit of creditors, liquidator, receiver or other representative of or compliance with successor to any beneficiary or any transferee of such reimbursement obligations Letter of Credit, including any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its Related Parties shall have any liability or responsibility by reason of or arising in connection with the issuance or transfer of any Letter of Credit or proceeding under 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 their controlDebtor Relief Law; provided that the foregoing shall not be construed to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:or

Reimbursement Obligations Absolute. The obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a2.03(a) and of the Guarantor, Company as guarantor, guarantor as provided in the Guarantee Agreement, Section 2.01(h) 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 term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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, (iv) at any time or from time to time, without notice to the Guarantor Company or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer Administrative Agent or any of the Banks 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.022.03, constitute a legal or equitable discharge of the obligations of the Guarantor Company or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent nor any Bank nor any of its 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 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or 4868-9081-7618 v.9 a Bank from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC IssuerAdministrative Agent or such Bank, as the case may be, or (y) in the case of any Bank, its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c2.03(e), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The Account Parties' joint and several obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in paragraph (a) of this Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 Syndicated Letter of Credit, Credit or any term or provision 364-Day Credit Agreement therein, (ii) any draft or other document presented under a Syndicated Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment under a Syndicated Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Syndicated Letter of Credit (provided that the Account Parties 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 Syndicated Letter of Credit), (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viiivii) the existence of any proceedings of the type described in Section 6.01(gclause (g) or (h) of Article VIII with respect to any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, (ixviii) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, or (xix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent, nor any Lender nor any of its their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Syndicated 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 Syndicated 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Lender from liability to any Obligor Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Account Parties to the extent permitted by applicable law) suffered by such Obligor any Account Party that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, Administrative Agent or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdictionLender. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The Account Parties’ obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in paragraph (a) of this Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 Syndicated Letter of Credit, or any term or provision therein, (ii) any draft or other document presented under a Syndicated Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment under a Syndicated Letter of Credit against presentation of a draft or other document that does not comply complying strictly with the terms of such Syndicated Letter of Credit, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be being amended or otherwise modified in any respect, or any guarantee of any of such reimbursement obligations or any security therefor shall be being released, substituted or exchanged in whole or in part or otherwise dealt with, (vi) any lien or security interest granted to, or in favor of, the LC Issuer Administrative Agent or any of the Lenders as security for any of such reimbursement obligations shall fail failing to be perfected, (vii) the occurrence of any Default, (viii) the existence of any proceedings proceeding of the type described in Section 6.01(gclause (h) or (hi) of Article VII with respect to any other Subsidiary Account Party Party, AXIS Capital (if it is not an Account Party) or party thereto any other guarantor of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party Party, AXIS Capital (if it is not an Account Party) or party thereto any other guarantor of any of such reimbursement obligations, obligations 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 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary an Account Party hereunder. Neither the LC Issuer Administrative Agent nor any Lender nor any of its their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Syndicated 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 Syndicated 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Lender from liability to any Obligor an Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors each Account Party to the extent permitted by applicable law) suffered by such Obligor Account Party that are caused by (x) the gross negligence or willful wilful misconduct of the LC Issuer, as the case may be, Administrative Agent or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made a Lender when determining whether drafts and other documents presented under a Syndicated Letter of Credit as provided in Section 2.02(c), in comply with the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdictionterms thereof. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The obligations Reimbursement Obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement the Loan Documents under any and all circumstances whatsoever and irrespective the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including, without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit, Credit or any term or provision therein, other Loan Document; (ii) any draft amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense, or other document rights which the Borrower, any Obligated Party, or any other Person may have at any time against any beneficiary of any Letter of Credit, the Agent, any Bank, or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iv) any statement, draft, or other documentation presented under a any Letter of Credit proving to be forged, fraudulent fraudulent, invalid, or invalid insufficient in any respect or any statement therein being untrue or inaccurate in any respect, respect whatsoever; (iiiv) payment by the Agent under a any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) at any time ; or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its 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 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 their control; provided that the foregoing shall not be construed Reimbursement Obligations with respect to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in may be subject to avoidance by the case of each of Borrower if the foregoing clauses (x) and (y), as determined Borrower proves in a final nonappealable judgment that it was damaged and non-appealable judgment by a court that such damage arose directly from the Agent's willful misconduct or gross negligence in determining whether the documentation presented under the Letter of competent jurisdiction. The parties hereto expressly agree that:Credit in question complied with the terms thereof.

Reimbursement Obligations Absolute. The Account Parties' joint and several obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in paragraph (a) of this Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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 Account Parties 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 comply with the terms of such Letter of Credit), (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viiivii) the existence of any proceedings of the type described in Section 6.01(gclause (g) or (h) of Article VIII with respect to any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, (ixviii) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, or (xix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent, nor any Lender nor any of its 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 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 their control; provided PROVIDED that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Lender from liability to any Obligor Account Party to the extent of LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Account Parties to the extent permitted by applicable law) suffered by such Obligor any Account Party that are caused by (x) the gross negligence or willful wilful misconduct of the LC Issuer, as the case may be, Administrative Agent or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdictionLender. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The obligations obligation of the relevant Subsidiary Account Party Borrower to reimburse LC Disbursements any Drawing Payment as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 2.2.5 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 CreditCredit or this Agreement, or any term or provision therein, (iib) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iiic) payment by a LC Issuer 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, (ivd) at any time amendment or from time to time, without notice to the Guarantor waiver of or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, consent to departure from all or any guarantee terms of any of such reimbursement obligations or any security therefor shall be released, substituted or exchanged in whole or in part or otherwise dealt withthe Operative Documents, (vi) any lien or security interest granted to, or in favor of, the LC Issuer as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viiie) the existence of any proceedings claim, setoff, defense or other right which Borrower may have at any time against the beneficiary of such Letter of Credit (or any Persons for whom such beneficiary may be acting), the applicable LC Issuer, Administrative Agent, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby, by any other Operative Document or by any unrelated transaction, (f) any breach of contract or dispute among or between Borrower, a LC Issuer, Administrative Agent, any Lender or any other Person, (g) any non-application or misapplication by the beneficiary of a Letter of Credit of the type described proceeds of any Drawing Payment or any other act or omission of such beneficiary in Section 6.01(g) or connection with such Letter of Credit, (h) with respect any failure to preserve or protect any other Subsidiary Account Party Collateral, any failure to perfect or party thereto preserve the perfection of any Lien thereon, or the release of any of such reimbursement obligationsthe Collateral securing the performance or observance of the terms of this Agreement or any of the other Credit Documents, (ixi) any lack of validity or enforceability the failure of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligationsLender to make an LC Loan as contemplated by Section 2.2.5, or (xj) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.022.2.6, constitute a legal or equitable discharge of, or provide a right of the setoff against, Borrower’s obligations of the Guarantor hereunder; provided that, in each case, payment by a LC Issuer shall not have constituted gross negligence or any Subsidiary Account Party hereunderwillful misconduct. Neither Administrative Agent, the Lenders nor the applicable LC Issuer Issuer, nor any of its their Related Parties 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 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 their controlthe control of a LC Issuer; provided that the foregoing nothing contained herein shall not be construed to excuse the a LC Issuer from liability to any Obligor Borrower to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Borrower to the extent permitted by applicable law) suffered by such Obligor Borrower that are determined by a court having jurisdiction to have been caused by (xi) the gross negligence or willful misconduct of the such LC Issuer, as the case may be, or (y) its willful ’s failure to make an LC Disbursement in respect of any drawing properly made exercise care when determining whether drafts and other documents presented under a Letter of Credit as provided comply with the terms thereof or (ii) such LC Issuer’s refusal to issue a Letter of Credit in Section 2.02(c), in accordance with the case terms of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdictionthis Agreement. The parties hereto expressly agree that:, in the absence of gross negligence or willful misconduct on the part of a LC Issuer, such LC Issuer shall be deemed to have exercised care in each such determination and each refusal to issue a Letter of Credit. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, a LC Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

Reimbursement Obligations Absolute. The obligations Each of the relevant Subsidiary applicable Account Party Parties’ obligations to reimburse LC Disbursements as provided in paragraph (a) of this Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 Syndicated Letter of Credit, or any term or provision therein, (ii) any draft or other document presented under a Syndicated Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment under a Syndicated Letter of Credit against presentation of a draft or other document that does not comply complying strictly with the terms of such Syndicated Letter of Credit, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be being amended or otherwise modified in any respect, or any guarantee of any of such reimbursement obligations or any security therefor shall be being released, substituted or exchanged in whole or in part or otherwise dealt with, (vi) any lien or security interest granted to, or in favor of, the LC Issuer Administrative Agent or any of the Lenders as security for any of such reimbursement obligations shall fail failing to be perfected, (vii) the occurrence of any Default, (viii) the existence of any proceedings proceeding of the type described in Section 6.01(gclause (h) or (hi) of Article VII with respect to any other Subsidiary Account Party Party, AXIS Capital (if it is not an Account Party) or party thereto any other guarantor of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party Party, AXIS Capital (if it is not an Account Party) or party thereto any other guarantor of any of such reimbursement obligations, obligations 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 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary an Account Party hereunder. Neither the LC Issuer Administrative Agent nor any Lender nor any of its their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Syndicated 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 Syndicated 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Lender from liability to any Obligor an Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors each Account Party to the extent permitted by applicable law) suffered by such Obligor Account Party that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, Administrative Agent or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made a Lender when determining whether drafts and other documents presented under a Syndicated Letter of Credit as provided in Section 2.02(c), in comply with the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdictionterms thereof. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The obligations obligation of the relevant Subsidiary Account Party Borrower to reimburse LC Disbursements any Drawing Payment as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 2.2.5 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 CreditCredit or this Agreement, or any term or provision therein, (iib) any KE 103372065 draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iiic) payment by an LC Issuer 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, (ivd) at any time amendment or from time to time, without notice to the Guarantor waiver of or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, consent to departure from all or any guarantee terms of any of such reimbursement obligations or any security therefor shall be released, substituted or exchanged in whole or in part or otherwise dealt withthe Operative Documents, (vi) any lien or security interest granted to, or in favor of, the LC Issuer as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viiie) the existence of any proceedings claim, setoff, defense or other right which the Borrower may have at any time against the beneficiary of such Letter of Credit (or any Persons for whom such beneficiary may be acting), the applicable LC Issuer, the Administrative Agent, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby, by any other Operative Document or by any unrelated transaction, (f) any breach of contract or dispute among or between the Borrower, an LC Issuer, the Administrative Agent, any Lender or any other Person, (g) any non-application or misapplication by the beneficiary of a Letter of Credit of the type described proceeds of any Drawing Payment or any other act or omission of such beneficiary in Section 6.01(g) or connection with such Letter of Credit, (h) with respect any failure to preserve or protect any other Subsidiary Account Party Collateral, any failure to perfect or party thereto preserve the perfection of any Lien thereon, or the release of any of such reimbursement obligationsthe Collateral securing the performance or observance of the terms of this Agreement or any of the other Loan Documents, (ixi) any lack of validity or enforceability the failure of any Lender to make an LC Loan as contemplated by Section 2.2.5, (j) an adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of such reimbursement obligations against any other Subsidiary Account Party the Borrower, (k) a Default or party thereto Event of any of such reimbursement obligationsDefault under this Agreement, or (xl) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.022.2.6, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder; provided that, in each case, payment by an LC Issuer shall not have constituted gross negligence or willful misconduct by such LC Issuer as determined by a court of the Guarantor or any Subsidiary Account Party hereundercompetent jurisdiction in a final and non-appealable judgment. Neither the Administrative Agent, the Lenders nor the applicable LC Issuer Issuer, nor any of its their Related Parties 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 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 KE 103372065 technical terms or any consequence arising from causes beyond their controlthe control of an LC Issuer; provided that the foregoing nothing contained herein shall not be construed to excuse the an LC Issuer from liability to any Obligor the Borrower to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Borrower to the extent permitted by applicable law) suffered by such Obligor the Borrower that are caused determined by (x) the gross negligence or willful misconduct a court of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined competent jurisdiction in a final and non-appealable judgment to have been caused by (i) such LC Issuer’s gross negligence or willful misconduct when determining whether drafts and other documents presented under a court Letter of competent jurisdictionCredit substantially comply with the terms thereof or (ii) such LC Issuer’s refusal to issue, renew or reinstate a Letter of Credit in accordance with the terms of this Agreement. The In furtherance of the foregoing and without limiting the generality thereof, the parties hereto expressly agree that:, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an LC Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

Reimbursement Obligations Absolute. The Account Parties' joint and several obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in paragraph (a) of this Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 Syndicated Letter of Credit, Credit or any term or provision therein, (ii) any draft or other document presented under a Syndicated Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment under a Syndicated Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Syndicated Letter of Credit (PROVIDED that the Account Parties 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 Syndicated Letter of Credit), (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be being amended or otherwise modified in any respect, or any guarantee of any of such reimbursement obligations or any security therefor shall be being released, substituted or exchanged in whole or in part or otherwise dealt with, (vi) any lien or security interest granted to, or in favor of, the LC Issuer as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viiivii) the existence of any proceedings of the type described in Section 6.01(gclause (g) or (h) of Article VIII with respect to any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, (ixviii) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, or (xix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent, nor any Lender nor any of its their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Syndicated 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 Syndicated 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 their control; provided PROVIDED that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Lender from liability to any Obligor Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Account Parties to the extent permitted by applicable law) suffered by such Obligor any Account Party that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, Administrative Agent or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdictionLender. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The Account Parties' obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a2.03(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be amended or otherwise modified in any respect, or any guarantee 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 lien or security interest granted to, or in favor of, the LC Issuer Administrative Agent or any of the Banks 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, 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 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent nor any Bank nor any of its 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 circumstances referred to in the preceding sentence), or any error, Credit Agreement 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Bank from liability to any Obligor Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Account Parties to the extent permitted by applicable law) suffered by such Obligor any Account Party that are caused by (x) the gross negligence or willful misconduct of the LC IssuerAdministrative Agent or such Bank, as the case may be, or (y) in the case of any Bank, its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c2.03(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The obligations of the relevant Subsidiary Account Party Floor Plan Borrowers under this Agreement and any of the other Credit Documents to reimburse LC Disbursements as provided in Section 2.02(athe Administrative Agent and the Lenders for Drafts presented by a Manufacturer under a Drafting Agreement and to repay any Floor Plan Committed Loans (including M&T Advances) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, funded to pay a Draft shall be absolute, unconditional and irrevocable, and . Such obligations shall be performed paid strictly in accordance with the terms of this Agreement and each such other Credit Document under any and all circumstances whatsoever and irrespective of without regard to any condition, event, or occurrence, including the following: (ia) any lack of validity or enforceability of this Agreement or any Letter of Creditthe other Credit Documents; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of any of the Floor Plan Borrowers in respect of any Draft or any Drafting Agreement or any other amendment or waiver of or any consent to departure from all or any of the applicable/related Credit Documents or the Drafting Agreement; (c) the existence of any claim, set-off, defense or other right that any of the Floor Plan Borrowers may have at any time against any Manufacturer or any other beneficiary or transferee of any Drafting Agreement (or any Person for whom any such beneficiary or such transferee may be acting), the Administrative Agent, the Lenders, or any term other Person, whether in connection with this Agreement, the transactions contemplated hereby or provision thereinby the related Credit Documents or any unrelated transaction other than the defense of payment or claims arising out of the gross negligence, bad faith or willful misconduct of the Administrative Agent; (iid) any draft Draft, demand, certificate or other document presented under a Letter of Credit Drafting Agreement proving to be forged, fraudulent fraudulent, invalid or invalid insufficient in any respect or any statement therein being untrue or inaccurate in any respect, ; (iiie) any loss or delay in the transmission or otherwise of any document required in order to make a Draft under any Drafting Agreement; (f) any payment by the Administrative Agent or the Lenders under a Letter of Credit any Drafting Agreement against presentation of a draft or other document certificate that does not strictly comply with the terms of such Letter any Drafting Agreement; (g) any payment made by the Administrative Agent under any Drafting Agreement to any trustee in bankruptcy, debtor in possession, assignee for the benefit of Creditcreditors, (iv) at liquidator, receiver or other representative of a successor to any time or from time to time, without notice to the Guarantor beneficiary or any Subsidiary Account Partytransferee of any Drafting Agreement, the time for including any performance of or compliance arising in connection with any of such reimbursement obligations Insolvency Proceeding; (h) any exchange, release or non-perfection of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respectCollateral, or any guarantee release or amendment or waiver of any of such reimbursement obligations or any security therefor shall be released, substituted consent to departure from all or exchanged in whole or in part or otherwise dealt with, (vi) any lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.02, constitute a legal or equitable discharge of the duties and obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its 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 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims Floor Plan Borrowers in respect of which are hereby waived by any Drafting Agreement; or (i) any other circumstance, condition, action or omission that might otherwise constitute a defense available to, or discharge of, the Obligors to Floor Plan Borrowers other than the extent permitted by applicable law) suffered by such Obligor that are caused by (x) defense of payment or claims arising out of the gross negligence negligence, bad faith or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:Administrative Agent.

Reimbursement Obligations Absolute. The Account Parties’ obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a2.03(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be amended or otherwise modified in any respect, or any guarantee 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 lien or security interest granted to, or in favor of, the LC Issuer Administrative Agent or any of the Banks 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, 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 2.022.03, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent, nor any Bank nor any of its 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 Third Amended and Restated Letter of Credit and Reimbursement Agreement (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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Bank from liability to any Obligor Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Account Parties to the extent permitted by applicable law) suffered by such Obligor any Account Party that are caused by (x) the gross negligence or willful misconduct of the LC IssuerAdministrative Agent or such Bank, as the case may be, or (y) in the case of any Bank, its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c2.03(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The obligations Reimbursement Obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement the Loan Documents under any and all circumstances whatsoever and irrespective the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit, Credit or any term or provision therein, other Loan Document; (ii) any draft amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense or other document rights which the Borrower, any Obligated Party, or any other Person may have at any time against any beneficiary of any Letter of Credit, the Agent, any Bank, or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iv) any statement, draft, or other documentation presented under a any Letter of Credit proving to be forged, fraudulent fraudulent, invalid, or invalid insufficient in any respect or any statement therein being untrue or inaccurate in any respect, respect whatsoever; (iiiv) payment by the Agent under a any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) at any time ; or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, or (x) 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 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its Related Parties shall have any liability or responsibility by reason of or in connection Reimbursement Obligations with the issuance or transfer of any Letter of Credit or any payment or failure respect 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in may be subject to avoidance by the case of each of Borrower if the foregoing clauses (x) and (y), as determined Borrower proves in a final nonappealable judgment that it was damaged and non-appealable judgment by a court that such damage arose directly from the Agent's willful misconduct or gross negligence in determining whether the documentation presented under the Letter of competent jurisdiction. The parties hereto expressly agree that:Credit in question complied with the terms thereof.

Reimbursement Obligations Absolute. The obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in Guarantor under the Guarantee Agreement, Agreement 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 the Letter of Credit, or any term or provision therein, (ii) any draft or other document presented under a the Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment under a the Letter of Credit against presentation of a draft or other document that does not comply with the terms of such the Letter of Credit, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any the 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 the 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a the Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The Account Parties' joint and several obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in paragraph (a) of this Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 Syndicated Letter of Credit, or any term or provision therein, (ii) any draft or other document presented under a Syndicated Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment under a Syndicated Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Syndicated Letter of Credit (PROVIDED that the Account Parties 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 Syndicated Letter of Credit), (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viiivii) the existence of any proceedings of the type described in Section 6.01(gclause (g) or (h) of Article VIII with respect to any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, (ixviii) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, or (xix) any other event or circumstance LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent, nor any Lender nor any of its their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Syndicated 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 Syndicated 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 their control; provided PROVIDED that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Lender from liability to any Obligor Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Account Parties to the extent permitted by applicable law) suffered by such Obligor any Account Party that are caused by (x) the gross negligence or willful wilful misconduct of the LC Issuer, as the case may be, Administrative Agent or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdictionLender. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The Account Parties' obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a2.03(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be amended or otherwise modified in any respect, or any guarantee 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 lien or security interest granted to, or in favor of, the LC Issuer Administrative Agent or any of the Banks 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, 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 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent nor any Bank nor any of its 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 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Bank from liability to any Obligor Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Account Parties to the extent permitted by applicable law) suffered by such Obligor any Account Party that are caused by (x) the gross negligence or willful misconduct of the LC IssuerAdministrative Agent or such Bank, as the case may be, or (y) in the case of any Bank, its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c2.03(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:: Credit Agreement

Reimbursement Obligations Absolute. The obligations of the relevant Subsidiary Account Party Obligor to reimburse LC Disbursements as provided in Section 2.02(a2.03(a) and of the Guarantor, Company as guarantor, guarantor as provided in the Guarantee Agreement, Section 2.01(h) 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 term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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, (iv) at any time or from time to time, without notice to the Guarantor Company or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party Obligor or party thereto shall be waived, extended waived or renewedextended, (v) any of such reimbursement obligations of any Subsidiary Account Party Obligor or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer Administrative Agent or any of the Banks 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 6.01(g) or (h) with respect to any other Subsidiary Account Party Obligor or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party Obligor or party thereto of any of such reimbursement obligations, 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 2.022.03, constitute a legal or equitable discharge of the obligations of the Guarantor Company or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent nor any Bank nor any of its their respective 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 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Bank from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC IssuerAdministrative Agent or such Bank, as the case may be, or (y) in the case of any Bank, its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(cSections 2.01(e) and 2.03(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The Account Parties’ joint and several obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in paragraph (a) of this Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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 Account Parties 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), (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be being amended or otherwise modified in any respect, or any guarantee of any of such reimbursement obligations or any security therefor shall be being released, substituted or exchanged in whole or in part or otherwise dealt with, (vi) any lien or security interest granted to, or in favor of, the LC Issuer as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viiivii) the existence of any proceedings of the type described in Section 6.01(gclause (g) or (h) of Article VIII with respect to any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, (ixviii) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, or (xix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Lender nor any of its 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 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer Lender from liability to any Obligor Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Account Parties to the extent permitted by applicable law) suffered by such Obligor any Account Party that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as Lender determined in a final and final, non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The Account Parties' joint and several obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided PROVIDED in paragraph (a) of this Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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 Account Parties 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), (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be being amended or otherwise modified in any respect, or any guarantee of any of such reimbursement reimburse- ment obligations or any security therefor shall be being released, substituted or exchanged in whole or in part or otherwise dealt with, (vi) any lien or security interest granted to, or in favor of, the LC Issuer as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viiivii) the existence of any proceedings of the type described in Section 6.01(gclause (g) or (h) of Article VIII with respect to any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, (ixviii) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, or (xix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Lender nor any of its 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 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 their control; provided PROVIDED that the foregoing shall not be construed to excuse the LC Issuer Lender from liability to any Obligor Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Account Parties to the extent permitted by applicable law) suffered by such Obligor any Account Party that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as Lender determined in a final and final, non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The obligations of the relevant Subsidiary Account Party Company’s obligation to reimburse LC Disbursements as provided in Section 2.02(a2.03(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 this Agreement or any Letter of Credit, or any term or provision herein or therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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, (iv) at any time or from time to time, without notice to the Guarantor Company or any Subsidiary Account PartyApplicant, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party other Applicant or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party other Applicant or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer Administrative Agent or any of the Banks 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 6.01(g) or (h) with respect to any other Subsidiary Account Party Applicant or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party Applicant or party thereto of any of such reimbursement obligations, 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 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party Company hereunder. Neither the LC Issuer Administrative Agent nor any Bank nor any of its 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 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Bank from liability to any Obligor the Company to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Company to the extent permitted by applicable law) suffered by such Obligor the Company that are caused by (x) the gross negligence or willful misconduct of the LC IssuerAdministrative Agent or such Bank, as the case may be, or (y) in the case of any Bank, its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c2.03(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The Account Parties’ obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a2.03(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be amended or otherwise modified in any respect, or any guarantee 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 lien or security interest granted to, or in favor of, the LC Issuer Administrative Agent or any of the Banks 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, 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 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent nor any Bank nor any of its 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 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 their control; provided provided, that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Bank from liability to any Obligor Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Account Parties to the extent permitted by applicable law) suffered by such Obligor any Account Party that are caused by (x) the gross negligence or willful misconduct of the LC IssuerAdministrative Agent or such Bank, as the case may be, or (y) in the case of any Bank, its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c2.03(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The obligations obligation of the relevant Subsidiary Account Party Borrower to reimburse LC Disbursements any Drawing Payment as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 2.2.5 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 CreditCredit or this Agreement, or any term or provision therein, (iib) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iiic) payment by an LC Issuer 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, (ivd) at any time amendment or from time to time, without notice to the Guarantor waiver of or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, consent to departure from all or any guarantee terms of any of such reimbursement obligations or any security therefor shall be released, substituted or exchanged in whole or in part or otherwise dealt withthe Operative Documents, (vi) any lien or security interest granted to, or in favor of, the LC Issuer as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viiie) the existence of any proceedings claim, setoff, defense or other right which the Borrower may have at any time against the beneficiary of such Letter of Credit (or any Persons for whom such beneficiary may be acting), the applicable LC Issuer, the Administrative Agent, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby, by any other Operative Document or by any unrelated transaction, (f) any breach of contract or dispute among or between the Borrower, an LC Issuer, the Administrative Agent, any Lender or any other Person, (g) any non-application or misapplication by the beneficiary of a Letter of Credit of the type described proceeds of any Drawing Payment or any other act or omission of such beneficiary in Section 6.01(g) or connection with such Letter of Credit, (h) with respect any failure to preserve or protect any other Subsidiary Account Party Collateral, any failure to perfect or party thereto preserve the perfection of any Lien thereon, or the release of any of such reimbursement obligationsthe Collateral securing the performance or observance of the terms of this Agreement or any of the other Loan Documents, (ixi) any lack of validity or enforceability the failure of any Lender to make an LC Loan as contemplated by Section 2.2.5, (j) an adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of such reimbursement obligations against any other Subsidiary Account Party the Borrower, (k) a Default or party thereto Event of any of such reimbursement obligationsDefault under this Agreement, or (xl) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.022.2.6, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder; provided that, in each case, payment by an LC Issuer shall not have constituted gross negligence or willful misconduct by such LC Issuer as determined by a court of the Guarantor or any Subsidiary Account Party hereundercompetent jurisdiction in a final and non-appealable judgment. Neither the Administrative Agent, the Lenders nor the applicable LC Issuer Issuer, nor any of its their Related Parties 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 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 their controlthe control of an LC Issuer; provided that the foregoing nothing contained herein shall not be construed to excuse the an LC Issuer from liability to any Obligor the Borrower to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Borrower to the extent permitted by applicable law) suffered by such Obligor the Borrower that are caused determined by (x) the gross negligence or willful misconduct a court of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined competent jurisdiction in a final and non-appealable judgment to have been caused by (i) such LC Issuer’s gross negligence or willful misconduct when determining whether drafts and other documents presented under a court Letter of competent jurisdictionCredit substantially comply with the terms thereof or (ii) such LC Issuer’s refusal to issue, renew or reinstate a Letter of Credit in accordance with the terms of this Agreement. The In furtherance of the foregoing and without limiting the generality thereof, the parties hereto expressly agree that:, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an LC Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

Reimbursement Obligations Absolute. The obligations obligation of the relevant Subsidiary Account Party Borrower to reimburse LC Disbursements any Drawing Payment as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 2.2.5 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 CreditCredit or this Agreement, or any term or provision therein, (iib) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iiic) payment by an LC Issuer 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, (ivd) at any time amendment or from time to time, without notice to the Guarantor waiver of or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, consent to departure from all or any guarantee terms of any of such reimbursement obligations or any security therefor shall be released, substituted or exchanged in whole or in part or otherwise dealt withthe Operative Documents, (vi) any lien or security interest granted to, or in favor of, the LC Issuer as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viiie) the existence of any proceedings claim, setoff, defense or other right which the Borrower may have at any time against the beneficiary of such Letter of Credit (or any Persons for whom such beneficiary may be acting), the applicable LC Issuer, the Administrative Agent, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby, by any other Operative Document or by any unrelated transaction, (f) any breach of contract or dispute among or between the Borrower, an LC Issuer, the Administrative Agent, any Lender or any other Person, (g) any non-application or misapplication by the beneficiary of a Letter of Credit of the type described proceeds of any Drawing Payment or any other act or omission of such beneficiary in Section 6.01(g) or connection with such Letter of Credit, (h) with respect any failure to preserve or protect any other Subsidiary Account Party Collateral, any failure to perfect or party thereto preserve the perfection of any Lien thereon, or the release of any of such reimbursement obligationsthe Collateral securing the performance or observance of the terms of this Agreement or any of the KE 84627654 other Loan Documents, (ixi) any lack of validity or enforceability the failure of any Lender to make an LC Loan as contemplated by Section 2.2.5, (j) an adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of such reimbursement obligations against any other Subsidiary Account Party the Borrower, (k) a Default or party thereto Event of any of such reimbursement obligationsDefault under this Agreement, or (xl) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.022.2.6, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder; provided that, in each case, payment by an LC Issuer shall not have constituted gross negligence or willful misconduct by such LC Issuer as determined by a court of the Guarantor or any Subsidiary Account Party hereundercompetent jurisdiction in a final and non-appealable judgment. Neither the Administrative Agent, the Lenders nor the applicable LC Issuer Issuer, nor any of its their Related Parties 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 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 their controlthe control of an LC Issuer; provided that the foregoing nothing contained herein shall not be construed to excuse the an LC Issuer from liability to any Obligor the Borrower to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Borrower to the extent permitted by applicable law) suffered by such Obligor the Borrower that are caused determined by (x) the gross negligence or willful misconduct a court of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined competent jurisdiction in a final and non-appealable judgment to have been caused by (i) such LC Issuer’s gross negligence or willful misconduct when determining whether drafts and other documents presented under a court Letter of competent jurisdictionCredit substantially comply with the terms thereof or (ii) such LC Issuer’s refusal to issue, renew or reinstate a Letter of Credit in accordance with the terms of this Agreement. The In furtherance of the foregoing and without limiting the generality thereof, the parties hereto expressly agree that:, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an LC Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

Reimbursement Obligations Absolute. The obligations of the relevant Subsidiary Account Party Obligor to reimburse LC Disbursements as provided in Section 2.02(a2.03(a) and of the Guarantor, Company as guarantor, guarantor as provided in the Guarantee Agreement, Section 2.01(h) shall be absolute, unconditional and irrevocable, and 4879-5062-7662v.12 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 term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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, (iv) at any time or from time to time, without notice to the Guarantor Company or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party Obligor or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party Obligor or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer Administrative Agent or any of the Banks 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 6.01(g) or (h) with respect to any other Subsidiary Account Party Obligor or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party Obligor or party thereto of any of such reimbursement obligations, 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 2.022.03, constitute a legal or equitable discharge of the obligations of the Guarantor Company or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent nor any Bank nor any of its their respective 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 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 their control; provided provided, that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Bank from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the bad faith, gross negligence or willful misconduct of the LC IssuerAdministrative Agent or such Bank, as the case may be, or (y) in the case of any Bank, its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(cSections 2.01(e) and 2.03(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The obligations of the relevant Subsidiary Account Party Applicant’s obligation to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, pay its Reimbursement Obligations 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 any (i) any lack of validity or enforceability of any the Letter of CreditCredit or this Agreement, or any term or provision thereintherein or herein, (ii) any draft or other document presented under a the Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment under a Letter of Credit by the Bank against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.02Section, constitute a legal or equitable discharge of, or provide a right of the obligations setoff against, Applicant’s Letter of the Guarantor or any Subsidiary Account Party hereunderCredit Obligations. Neither the LC Issuer Bank nor any of its Related Parties directors, officers, employees, representatives or advisors, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or Credit, 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 their controlthe control of the Bank; provided that the foregoing shall not be construed to excuse the LC Issuer Bank from liability to any Obligor the Applicant to the extent of any direct damages (as opposed to consequential, special, indirect and indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Obligors Applicant to the extent permitted by applicable law) suffered by such Obligor the Applicant that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful Bank’s failure to make an LC Disbursement in respect of any drawing properly made exercise care when determining whether drafts and other documents presented under a the Letter of Credit as provided in Section 2.02(c), in comply with the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdictionterms thereof. The parties hereto expressly agree that:, in the absence of gross negligence or willful misconduct on the part of the Bank (as finally determined by a court of competent jurisdiction), the 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 presented which appear on their face to be in substantial compliance with the terms of the Letter of Credit, the 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, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of the Letter of Credit.

Reimbursement Obligations Absolute. The obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Borrower under this Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 10.03 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 CreditCredit or any other Loan Document, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing 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, or (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.02clause (b), constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower's obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Agents, the Lenders nor the Issuing Lender, nor any of its their Related Parties 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 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 their controlthe control of the Issuing Lender; provided that the foregoing shall not be construed to excuse the LC Issuer Issuing Lender from liability to any Obligor the Borrower to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Borrower to the extent permitted by applicable law) suffered by such Obligor the Borrower that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful Issuing Lender's failure to make an LC Disbursement in respect of any drawing properly made exercise care when determining whether drafts and other documents presented under a Letter of Credit as provided in Section 2.02(c), in comply with the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdictionterms thereof. The parties hereto expressly agree that:, in the absence of gross negligence or wilful misconduct on the part of the Issuing Lender (as finally determined by a court of competent jurisdiction), the Issuing Lender 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 presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Lender 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, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

Reimbursement Obligations Absolute. The obligations Reimbursement Obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement the Loan Documents under any and all circumstances whatsoever and irrespective the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit, Credit or any term or provision therein, other Loan Document; (ii) any draft amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense or other document rights which the Borrower, any Obligated Party, or any other Person may have at any time against any beneficiary of any Letter of Credit, the Agent, any Bank, or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iv) any statement, draft, or other documentation presented under a any Letter of Credit proving to be forged, fraudulent fraudulent, invalid, or invalid insufficient in any respect or any statement therein being untrue or inaccurate in any respect, respect whatsoever; (iiiv) payment by the Agent under a any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) at any time ; or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its 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 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 their control; provided that the foregoing shall not be construed Reimbursement Obligations with respect to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in may be subject to avoidance by the case of each of Borrower if the foregoing clauses (x) and (y), as determined Borrower proves in a final nonappealable judgment that it was damaged and non-appealable judgment by a court that such damage arose directly from the Agent's willful misconduct or gross negligence in determining whether the documentation presented under the Letter of competent jurisdictionCredit in question complied with the terms thereof. The parties hereto expressly agree that:(g)

Reimbursement Obligations Absolute. The obligations (i) If any Issuing Lender shall make any Letter of Credit Disbursement in respect of any applicable DSR Letter of Credit, the Borrower shall reimburse such Letter of Credit Disbursement to the applicable Issuing Lender for its own account no later than the Business Day after such Letter of Credit Disbursement, in an amount equal to the full amount of such Letter of Credit Disbursement plus accrued interest thereon from the Disbursement Date to the date of repayment of the relevant Subsidiary Account Party Letter of Credit Disbursement at the rate of interest that would apply to reimburse LC Disbursements as provided a Base Rate Loan in accordance with Section 2.02(a) and 2.10 (each, a “Reimbursement Obligation”), which obligation of the Guarantor, as guarantor, as provided in the Guarantee Agreement, Borrower 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 irrespective of (i) any lack of validity or enforceability of any such DSR Letter of Credit, or any term or provision therein, (ii) any claim, set-off right, defense or other right against a beneficiary or any transferee of any DSR Letter of Credit (or any Persons for whom any such transferee may be acting), any Issuing Lender, any Lender or any other Person that the Borrower or any Lender may have, (iii) any draft or other document presented under a such DSR Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iiiiv) payment by the applicable Issuing Lender under a such DSR Letter of Credit against presentation of a draft or other document that does not substantially comply with the terms of such DSR Letter of Credit, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any breach of such reimbursement obligations of contract or dispute among or between Borrower, an Issuing Lender, Administrative Agent, any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, Lender or any 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 withother Person, (vi) any lien non-application or security interest granted to, misapplication by the beneficiary of a DSR Letter of Credit of the proceeds of any Letter of Credit Disbursement or in favor of, the LC Issuer as security for any other act or omission of such reimbursement obligations shall fail to be perfectedbeneficiary in connection with such DSR Letter of Credit, (vii) failure to preserve or protect any Collateral, any failure to perfect or preserve the occurrence perfection of any DefaultLien thereon, or the release of any of the Collateral securing the performance or observance of the terms of this Agreement or any of the other Loan Documents, (viii) an adverse change in the existence of any proceedings of the type described in Section 6.01(gbusiness, operations, properties, assets, condition (financial or otherwise) or (h) with respect to any other Subsidiary Account Party or party thereto prospects of any of such reimbursement obligationsBorrower, (ix) any lack of validity or enforceability the failure of any Lender to make a Letter of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligationsCredit Loan as contemplated by clause (h) below, or (x) a Default or Event of Default under this Agreement and (xi) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.022.02(f), constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party Borrower hereunder. Neither , provided that, in each case, payment by the LC Issuer nor any of its 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 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 their control; provided that the foregoing Issuing Lender shall not be construed to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the have constituted gross negligence or willful misconduct on the part of the LC IssuerIssuing Lender. Notwithstanding the foregoing, as failure of the case may be, Borrower to pay a Reimbursement Obligation in accordance with the immediately preceding sentence shall not constitute a Default or (y) its willful failure an Event of Default hereunder to make an LC Disbursement in respect of any drawing properly made under the extent such Reimbursement Obligation converts to a Letter of Credit as provided Loan in Section 2.02(caccordance with 2.02(h), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:.

Reimbursement Obligations Absolute. The obligations obligation of the relevant Subsidiary Account Party Co-Borrowers to reimburse LC Disbursements any Drawing Payment as provided in Section 2.02(a2.2.5(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 CreditCredit or this Agreement, or any term or provision therein, (iib) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iiic) payment by the applicable LC Issuer 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, (ivd) at any time amendment or from time to time, without notice to the Guarantor waiver of or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, consent to departure from all or any guarantee terms of any of such reimbursement obligations or any security therefor shall be released, substituted or exchanged in whole or in part or otherwise dealt withthe Operative Documents, (vi) any lien or security interest granted to, or in favor of, the LC Issuer as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viiie) the existence of any proceedings claim, setoff, defense or other right which Co-Borrowers may have at any time against the beneficiary of such Letter of Credit (or any Persons for whom such beneficiary may be acting), the applicable LC Issuer, Administrative Agent, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby, by any other Operative Document or by any unrelated transaction, (f) any breach of contract or dispute among or between a Co-Borrower, an LC Issuer, Administrative Agent, any Lender or any other Person, (g) any non‑application or misapplication by the beneficiary of a Letter of Credit of the type described proceeds of any Drawing Payment or any other act or omission of such beneficiary in Section 6.01(g) or connection with such Letter of Credit, (h) with respect any failure to preserve or protect any other Subsidiary Account Party Collateral, any failure to perfect or party thereto preserve the perfection of any Lien thereon, or the release of any of such reimbursement obligationsthe Collateral securing the performance or observance of the terms of this Agreement or any of the other Credit Documents, (ixi) any lack of validity or enforceability the failure of any Lender to make a LC Loan as contemplated by Section 2.2.5(a), (j) an adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of such reimbursement obligations against any other Subsidiary Account Party a Co-Borrower, (k) a Default or party thereto Event of any of such reimbursement obligations, Default under this Agreement or (xl) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.022.2.6, constitute a legal or equitable discharge of, or provide a right of the setoff against, a Co-Borrower’s obligations hereunder; provided that, in each case, payment by an LC Issuer shall not have constituted gross negligence or willful misconduct by such LC Issuer as determined by a court of the Guarantor or any Subsidiary Account Party hereundercompetent jurisdiction in a final and non-appealable judgment. Neither Administrative Agent, the Lenders nor the applicable LC Issuer Issuer, nor any of its their Related Parties 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 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 their controlthe control of an LC Issuer; provided that the foregoing nothing contained herein shall not be construed to excuse the an LC Issuer from liability to any Obligor Co-Borrowers to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Co-Borrowers to the extent permitted by applicable law) suffered by such Obligor Co-Borrowers that are determined by a court having jurisdiction to have been caused by (xi) such LC Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof or (ii) such LC Issuer’s refusal to issue, renew or reinstate a Letter of Credit in accordance with the terms of this Agreement. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), Issuer as determined by a court of competent jurisdiction in a final and non-appealable judgment by judgment, such LC Issuer shall be deemed to have exercised care in each such determination and each refusal to issue a court Letter of competent jurisdictionCredit. The In furtherance of the foregoing and without limiting the generality thereof, the parties hereto expressly agree that:, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an LC Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

Reimbursement Obligations Absolute. The Account Parties' joint and several obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in paragraph (a) of this Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 Syndicated Letter of Credit, Credit or any term or provision therein, (ii) any draft or other document presented under a Syndicated Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment under a Syndicated Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Syndicated Letter of Credit (provided that the Account Parties 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 Syndicated Letter of Credit), (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be being amended or otherwise modified in any respect, or any guarantee of any of such reimbursement obligations or any security therefor shall be being released, substituted or exchanged in whole or in part or otherwise dealt with, (vi) any lien or security interest granted to, or in favor of, the LC Issuer as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viiivii) the existence of any proceedings of the type described in Section 6.01(gclause (g) or (h) of Article VIII with respect to any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, (ixviii) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, or (xix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Credit Agreement Neither the LC Issuer Administrative Agent, nor any Lender nor any of its their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Syndicated 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 Syndicated 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Lender from liability to any Obligor Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Account Parties to the extent permitted by applicable law) suffered by such Obligor any Account Party that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, Administrative Agent or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdictionLender. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The obligations Reimbursement Obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, Borrowers under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement the Loan Documents under any and all circumstances whatsoever and irrespective Borrowers hereby waive any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including, without limitation, in either case, the following circumstances: (iA) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (B) the existence of any claim, set-off, counterclaim, defense or other rights which any Loan Party or any other Person may have at any time against any beneficiary of any Letter of Credit, the Lender, or any term other Person, whether in connection with any Loan Document or provision therein, any unrelated transaction; (iiC) any statement, draft or other document documentation presented under a any Letter of Credit proving to be forged, fraudulent fraudulent, invalid or invalid insufficient in any respect or any statement therein herein being untrue or inaccurate in any respect, respect whatsoever; (iiiD) payment by the Lender under a any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) ; or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, or (xE) any other event or circumstance whatsoever, whether or not similar to any of the foregoing. Notwithstanding any prepayment by Borrowers to Lender of all amounts due on account of Loans under the Line of Credit, that might, but for or the provisions of this Section 2.02, constitute a legal expiration or equitable discharge termination of the obligations availability of Loans under the Line of Credit, or the occurrence of the Guarantor Maturity Date or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of a Default, so long as 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)Credit, or any errorextension, omissionamendment or renewal thereof, interruptionis outstanding, loss available and unexpired, whether or delay not draws have been made thereunder, it shall be deemed that sums are due and owing to Lender pursuant to this Agreement on account of the Reimbursement Obligations and Borrowers shall remain bound by all covenants, conditions, restrictions, and obligations set forth in transmission or delivery of any draft, notice or this Agreement and the Loan Documents until such time as all amounts due hereunder have been repaid to Lender in full (other communication under or relating to any than contingent indemnification obligations) and no Letter of Credit (including any document required to make a drawing thereunder), any error is outstanding or in interpretation of technical terms or any consequence arising from causes beyond their control; provided that the foregoing shall not be construed to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:effect.

Reimbursement Obligations Absolute. The obligations Reimbursement Obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, Borrower under this Agreement shall be absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement the Loan Documents under any and all circumstances whatsoever and irrespective the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including without limitation, in either case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit, Credit or any term or provision therein, other Loan Document; (ii) any draft amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense, or other document rights which the Borrower, any Obligated Party, or any other Person may have at any time against any beneficiary of any Letter of Credit, the Administrative Agent, the Collateral Agent, any Bank, or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iv) any statement, draft, or other documentation presented under a any Letter of Credit proving to be forged, fraudulent fraudulent, invalid, or invalid insufficient in any respect or any statement therein being untrue or inaccurate in any respect, respect whatsoever; or (iiiv) payment by an Agent under a any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; PROVIDED, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) that Reimbursement Obligations with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, 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 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit may be subject to avoidance by the Borrower if the Borrower proves in a final nonappealable judgment that it was damaged and that such damage arose directly from the applicable Agent's willful misconduct or gross negligence in determining whether the documentation presented under the Letter of Credit in question complied with the terms thereof or in performing any other express obligation the applicable Agent may have under this Agreement or any payment or failure to make other Loan Document in making 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 pursuant 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:Credit.

Reimbursement Obligations Absolute. The Account Parties’ obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a2.03(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be amended or otherwise modified in any respect, or any guarantee 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 lien or security interest granted to, or in favor of, the LC Issuer Administrative Agent or any of the Banks 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, 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 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent nor any Bank nor any of its 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 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 28 make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond their control; provided that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Bank from liability to any Obligor Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Account Parties to the extent permitted by applicable law) suffered by such Obligor any Account Party that are caused by (x) the gross negligence or willful misconduct of the LC IssuerAdministrative Agent or such Bank, as the case may be, or (y) in the case of any Bank, its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c2.03(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The obligations Reimbursement Obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, shall be Borrower under this Agreement are absolute, unconditional unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement the Loan Documents under any and all circumstances whatsoever and irrespective the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including, without limitation, in any case, the following circumstances: (iA) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (B) any amendment or waiver of or any consent to departure from any Loan Document; (C) the existence of any claim, set-off, counterclaim, defense, or other rights which any Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, the Lender or any term other Person, whether in connection with any Loan Document or provision therein, any unrelated transaction; (iiD) any draft statement, draft, or other document documentation presented under a any Letter of Credit proving to be forged, fraudulent fraudulent, invalid, or invalid insufficient in any respect or any statement therein being untrue or inaccurate in any respect, respect whatsoever; (iiiE) payment by the Lender under a any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) ; or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, or (xF) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.02, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer nor any of its 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 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 their control; provided that the foregoing shall not be construed Reimbursement Obligations with respect to excuse the LC Issuer from liability to any Obligor to the extent of any direct damages (as opposed to consequential, special, indirect and punitive damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable law) suffered by such Obligor that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in may be subject to avoidance by a Borrower if the case of each of the foregoing clauses (x) and (y), as determined Borrower proves in a final and non-appealable judgment by a court that it was damaged and that such damage arose directly from the Lender’s willful misconduct or gross negligence in determining whether the documentation presented under the Letter of competent jurisdiction. The parties hereto expressly agree that:Credit in question complied with the terms thereof.

Reimbursement Obligations Absolute. The Account Parties’ obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a2.03(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and Credit Agreement all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment under a Letter of Credit against presentation of a draft or other document that does not strictly comply with the terms of such Letter of Credit, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be amended or otherwise modified in any respect, or any guarantee 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 lien or security interest granted to, or in favor of, the LC Issuer Administrative Agent or any of the Banks 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, 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 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent nor any Bank nor any of its 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 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Bank from liability to any Obligor Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Account Parties to the extent permitted by applicable law) suffered by such Obligor any Account Party that are caused by (x) the gross negligence or willful misconduct of the LC IssuerAdministrative Agent or such Bank, as the case may be, or (y) in the case of any Bank, its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c2.03(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The Account Parties' obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in Section 2.02(a2.03(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be amended or otherwise modified in any respect, or any guarantee 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 lien or security interest granted to, or in favor of, the LC Issuer Administrative Agent or any of the Banks 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto the Guarantor of any of such reimbursement obligations, 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 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Administrative Agent nor any Bank nor any of its 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 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 Credit Agreement make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond their control; provided that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Bank from liability to any Obligor Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Account Parties to the extent permitted by applicable law) suffered by such Obligor any Account Party that are caused by (x) the gross negligence or willful misconduct of the LC IssuerAdministrative Agent or such Bank, as the case may be, or (y) in the case of any Bank, its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c2.03(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The obligations of the relevant Subsidiary Account Party Company’s obligation to reimburse LC Disbursements as provided in Section 2.02(a2.03(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 this Agreement or any Letter of Credit, or any term or provision herein or therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment 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, (iv) at any time or from time to time, without notice to the Guarantor Company or any Subsidiary Account PartyApplicant, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party other Applicant or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party other Applicant or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer Administrative Agent or any of the Banks 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 Sections 6.01(g) or (h) with respect to any other Subsidiary Account Party Applicant or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party Applicant or party thereto of any of such reimbursement obligations, 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 2.022.03, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party Company hereunder. Neither the LC Issuer Administrative Agent nor any Bank nor any of its 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 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 their control; provided provided, that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Bank from liability to any Obligor the Company to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Company to the extent permitted by applicable law) suffered by such Obligor the Company that are caused by (x) the bad faith, gross negligence or willful misconduct of the LC IssuerAdministrative Agent or such Bank, as the case may be, or (y) in the case of any Bank, its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c2.03(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdiction. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The Account Parties' joint and several obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in paragraph (a) of this Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 Syndicated Letter of Credit, or any term or provision therein, (ii) any draft or other document presented under a Syndicated Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment under a Syndicated Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Syndicated Letter of Credit, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Event of Default, (viiivii) the existence of any proceedings of the type described in Section 6.01(gclause (g) or (h) of Section 7.01 with respect to any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, (ixviii) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto any guarantor of any of such reimbursement obligations, or (xix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary Account Party hereunder. Neither the LC Issuer Agent, nor any Bank nor any of its their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Syndicated 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 Syndicated 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 their control; provided that the foregoing shall not be construed to excuse the LC Issuer Agent or a Bank from liability to any Obligor Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Account Parties to the extent permitted by applicable law) suffered by such Obligor any Account Party that are caused by (x) the gross negligence or willful misconduct of the LC Issuer, as the case may be, Agent or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdictionBank. The parties hereto expressly agree that:

Reimbursement Obligations Absolute. The obligations If any Issuing Lender shall make any Letter of Credit Disbursement in respect of any applicable Letter of Credit, the relevant Subsidiary Account Party Borrower shall be absolutely, unconditionally and irrevocably obligated to reimburse LC Disbursements as provided such Letter of Credit Disbursement in Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee accordance with this Agreement, shall be absolute, unconditional and irrevocable, and which obligation 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 such Letter of Credit, or any term or provision therein, (ii) any draft or other document presented under a such Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by such Issuing Lender under a such Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, Credit and (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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 6.01(g) or (h) with respect to any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, (ix) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party or party thereto of any of such reimbursement obligations, or (x) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions Credit Agreement of this Section 2.022.03(f), constitute a legal or equitable discharge of the obligations of the Guarantor Borrower hereunder, provided that, in each case, payment by such Issuing Lender shall not have constituted gross negligence or any Subsidiary Account Party hereunderwillful misconduct on the part of such Issuing Lender as proven in a non-appealable judgment by a court of competent jurisdiction. Neither the LC Issuer Administrative Agent, the Lenders nor any Issuing Lender, nor any of its their Related Parties Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by any applicable Issuing Lender 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 their controlthe control of the applicable Issuing Lender; provided that that, after paying in full its obligation to reimburse Letter of Credit Disbursements as provided in this Section, the foregoing shall not be construed to excuse the LC Issuer any Issuing Lender from liability to any Obligor the Borrower to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors Borrower to the extent permitted by applicable law) suffered by such Obligor the Borrower that are caused by (x) the such Issuing Lender’s gross negligence or willful misconduct of the LC Issuer, as the case may be, or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made under a Letter of Credit as provided in Section 2.02(c), in the case of each of the foregoing clauses (x) and (y), as determined proven in a final and non-appealable judgment by a court of competent jurisdictionjurisdiction when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The In furtherance of the foregoing, the parties hereto expressly agree that, in the absence of gross negligence or willful misconduct as proven in a non-appealable judgment by a court of competent jurisdiction on the part of an Issuing Lender:

Reimbursement Obligations Absolute. The Account Parties' obligations of the relevant Subsidiary Account Party to reimburse LC Disbursements as provided in paragraph (a) of this Section 2.02(a) and of the Guarantor, as guarantor, as provided in the Guarantee Agreement, 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 Syndicated Letter of Credit, or any term or provision therein, (ii) any draft or other document presented under a Syndicated Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment under a Syndicated Letter of Credit against presentation of a draft or other document that does not comply complying strictly with the terms of such Syndicated Letter of Credit, (iv) at any time or from time to time, without notice to the Guarantor or any Subsidiary Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be waived, extended or renewed, (v) any of such reimbursement obligations of any Subsidiary other Account Party or party thereto shall be amended or otherwise modified in any respect, or any 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 lien or security interest granted to, or in favor of, the LC Issuer 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, (viiivi) the existence of any proceedings proceeding of the type described in Section 6.01(gclause (h) or (hi) of Article VII with respect to any other Subsidiary Account Party Party, AXIS Holdings (if it is not an Account Party) or party thereto any other guarantor of any of such reimbursement obligations, (ixvii) any lack of validity or enforceability of any of such reimbursement obligations against any other Subsidiary Account Party Party, AXIS Holdings (if it is not an Account Party) or party thereto any other guarantor of any of such reimbursement obligations, obligations or (xviii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.02Section, constitute a legal or equitable discharge of the obligations of the Guarantor or any Subsidiary an Account Party hereunder. Neither the LC Issuer Administrative Agent nor any Lender nor any of its their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Syndicated 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 Syndicated 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 their control; provided PROVIDED that the foregoing shall not be construed to excuse the LC Issuer Administrative Agent or a Lender from liability to any Obligor an Account Party to the extent of any direct damages (as opposed to consequential, special, indirect and punitive consequential damages, claims in respect of which are hereby waived by the Obligors each Account Party to the extent permitted by applicable law) suffered by such Obligor Account Party that are caused by (x) the gross negligence or willful wilful misconduct of the LC Issuer, as the case may be, Administrative Agent or (y) its willful failure to make an LC Disbursement in respect of any drawing properly made a Lender when determining whether drafts and other documents presented under a Syndicated Letter of Credit as provided in Section 2.02(c), in comply with the case of each of the foregoing clauses (x) and (y), as determined in a final and non-appealable judgment by a court of competent jurisdictionterms thereof. The parties hereto expressly agree that:: CREDIT AGREEMENT