Common use of Obligations Absolute Clause in Contracts

Obligations Absolute. The obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.

Obligations Absolute. The obligations obligation of the Borrower to reimburse the Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Credit Loans made by Lenders pursuant to Section 2.4(d) and the Revolving Lenders, as applicable, pursuant to clauses (iv), (vobligations of Lenders under Section 2.4(e) and (vi) above shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, ; (ii) the existence of any claim, set off, defense or other right which the Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Bank, Lender or any other Person or, in the case of a Lender, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by the Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document which does not substantially comply with the terms of such Letter of Credit or Credit; (iiiv) any loss amendment or delay, including in waiver of or any consent to departure from all or any of the transmission provisions of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense Loan Documents or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, Credit; (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (Dvi) any other act or omission to act or delay of any kind of L/C Issuerby the Administrative Agent, Agentany Issuing Bank, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.4(f), constitute a legal or equitable discharge of the Borrower’s obligations hereunder (other than payment or performance in full); (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any of its Subsidiaries; (viii) any breach hereof or any other Loan Document by any party thereto; (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (x) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, that mightpayment by the Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence, but for the provisions of this clause (vii), constitute a legal bad faith or equitable discharge of any obligation willful misconduct of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer Issuing Bank under the terms circumstances in question as determined by a final, non-appealable judgment of the applicable L/C Reimbursement Agreement or applicable lawa court of competent jurisdiction.

Obligations Absolute. The obligations Revolving Borrowers’ obligation to reimburse LC Disbursements as provided in paragraph (f) of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above shall be this Section 2.04 is 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, this Agreement or any document transferring or purporting to transfer a Letter of Credit, any other Loan Document (including the sufficiency of any such instrument)Document, or any modification to any term or provision of any of the foregoingherein or therein, (ii) any exchange, change, waiver or release of any Collateral for, or any other Person’s guarantee of or other liability for, any of the Secured Obligations, (iii) the existence of any claim, set-off, defense or other right which the Revolving Borrowers or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), any Issuing Bank, any Lender or any other Person or, in the case of a Lender, against the Revolving Borrowers, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Bidco or one or more of its Subsidiaries and the beneficiary for which any Letter of Credit was procured), (iv) any draft or other document presented under a Letter of Credit being proving to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, (v) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or failing to other document that does not comply strictly with the terms of such Letter of Credit (provided that the Revolving Borrowers shall not be obligated to reimburse such LC Disbursements unless payment is made against presentation of a draft or (iii) any loss or delay, including in other document that at least substantially complies with the transmission terms of any documentsuch Letter of Credit), (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iivi) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any Credit Party and of its subsidiaries; (Dvii) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender breach hereof or any other Person Loan Document by any party hereto or thereto, (viii) the fact that an Event of Default or a Default shall have occurred and be continuing, or (ix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section 2.04, constitute a legal or equitable discharge of, or provide a right of setoff against, the Revolving Borrowers’ obligations hereunder. As between the Revolving Borrowers and any Issuing Bank, the Revolving Borrowers assume all risks of the acts and omissions of, or misuse of the Letters of Credit issued by such Issuing Bank and the proceeds thereof, by the respective beneficiaries of such Letters of Credit or any assignees or transferees thereof. In furtherance and not in limitation of the foregoing, none of the Administrative Agent, the Lenders, the Issuing Banks or any of their Related Parties shall have any liability or responsibility for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any obligation document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged other than to confirm such documents comply with the terms of such Letter of Credit; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the Borrower beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) its honor of any presentation under a Letter of Credit that appears on its face to substantially comply with the terms and conditions of such Letter of Credit; (v) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder); (vi) errors in interpretation of technical terms; (vii) any loss or delay in the transmission of any document required in order to make a drawing under any such Letter of Credit; (viii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (ix) any consequences arising from causes beyond the control of the Issuing Bank, including any act by a Governmental Authority and fluctuation in currency exchange rates. None of the above shall affect or impair, or prevent the vesting of, any of the Issuing Bank’s rights or powers hereunder or place the Issuing Bank under any liability to the Revolving Borrowers or any other Person. Notwithstanding the foregoing, none of the above shall be construed to excuse any Issuing Bank from liability to the Revolving Lender hereunderBorrowers to the extent of any direct damages (as opposed to special, indirect, consequential, incidental, exemplary or punitive damages, claims in respect of which are hereby waived by the Revolving Borrowers to the extent permitted by Requirements of Law) suffered by the Revolving Borrowers that are caused by such Issuing Bank’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, nonappealable judgment) when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. No provision hereof In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if (notwithstanding the appearance of substantial compliance) such documents are not in strict compliance with the terms of such Letter of Credit, and any such acceptance or refusal shall be deemed not to waive constitute gross negligence or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable lawwillful misconduct.

Obligations Absolute. The obligation of the Borrower to reimburse the Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by the Lenders pursuant to Section 2.3(d) and the obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (vLenders under Section 2.3(e) and (vi) above shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, ; (ii) the existence of any claim, set-off, defense or other right which the Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Bank, any Lender or any other Person or, in the case of a Lender, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by the Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document which does not substantially comply with the terms of such Letter of Credit or Credit; (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iiv) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower or any of its Subsidiaries; (vi) any breach hereof or any other Credit Party and Document by any party thereto; (Dvii) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or Default shall have occurred and be continuing; provided, in each case, that mightpayment by the Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence, but for the provisions of this clause (vii), constitute a legal bad faith or equitable discharge of any obligation willful misconduct of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer Issuing Bank under the terms of the applicable L/C Reimbursement Agreement or applicable lawcircumstances in question.

Obligations Absolute. The obligation of the Borrower to reimburse the Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by the Revolving Lenders pursuant to Section 2.3(d) and the obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (vLenders under Section 2.3(e) and (vi) above shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, ; (ii) the existence of any claim, set-off, defense (other than that such drawing has been repaid) or other right which the Borrower or any Revolving Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Bank, a Revolving Lender or any other Person or, in the case of a Revolving Lender, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or any of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by the Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document which does not substantially comply with the terms of such Letter of Credit or Credit; (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iiv) any adverse change in the business, operations, properties, assets, or financial condition of the Borrower or any of its Subsidiaries; (financial vi) any breach hereof or otherwise) of any other Credit Party and Document by any party thereto; (Dvii) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, that might, but for payment by the provisions Issuing Bank under the applicable Letter of this clause (vii), constitute a legal Credit shall not have constituted gross negligence or equitable discharge of any obligation willful misconduct of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer Issuing Bank under the terms circumstances in question, as determined by a court of the applicable L/C Reimbursement Agreement or applicable lawcompetent jurisdiction in a final, non-appealable order.

Obligations Absolute. The obligations of the Borrower Borrowers and the Revolving Lenders, as applicable, Lenders pursuant to clauses (ivd), (ve) and (vif) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Loan Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 5.02 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Loan Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Administrative Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower Borrowers or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s Borrowers’ right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable lawLaw.

Obligations Absolute. The obligations obligations, covenants, agreements and duties of the Borrower and Guarantor under this Guaranty shall not be released, affected or impaired by any of the Revolving Lendersfollowing whether or not undertaken with notice to or consent of the Guarantor: (a) any assignment or transfer, as applicablein whole or in part, pursuant of the Loans made to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms Borrowing Subsidiaries or the Loan Agreements although made without notice to or consent of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument)Guarantor, or (b) any modification to waiver by any provision Bank or the Agent, or by any other person, of the performance or observance by any of the Borrowing Subsidiaries of any of the foregoingagreements, covenants, terms or conditions contained in the Loan Agreements, or (iic) any document presented under a Letter indulgence in or the extension of Credit being forged, fraudulent, invalid, insufficient or inaccurate in the time for payment by any respect or failing to comply with of the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission Borrowing Subsidiaries of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense amounts payable under or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with the Loan Agreements, or of the time for performance by any Loan Document or of the Borrowing Subsidiaries of any other Contractual Obligation obligations under or transactionarising out of the Loan Agreements, or the existence of any other withholdingextension or renewal thereof, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (id) the failure of any condition precedent set forth in Section 3.2 to be satisfied modification, amendment or waiver (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial whether material or otherwise) of any Credit Party and duty, agreement or obligation of any of the Borrowing Subsidiaries set forth in the Loan Agreements (Dthe modification, amendment or waiver from time to time of the Loan Agreements being expressly authorized without further notice to or consent of the Guarantor), or (e) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of any of the Borrowing Subsidiaries, or any receivership, insolvency, bankruptcy, reorganization, or other similar proceedings, affecting any of the Borrowing Subsidiaries or any of their assets, or (f) the merger or consolidation of any of the Borrowing Subsidiaries or the Guarantor with any other person, or (g) the release or discharge of any of the Borrowing Subsidiaries or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in the Loan Agreements, by operation of law, or (h) any other act cause whether similar or omission dissimilar to act the foregoing which would release, affect or delay of any kind of L/C Issuerimpair the obligations, Agentcovenants, any Lender agreements or any other Person or any other event or circumstance whatsoever, whether or not similar to any duties of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender Guarantor hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.

Obligations Absolute. The obligations Each Borrower hereby waives, for the benefit of Beneficiaries, to the Borrower and the Revolving Lendersmaximum extent permitted by applicable law: (a) any right to require any Beneficiary, as applicablea condition of payment or performance by such Borrower, pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of proceed against any term or provision in any Letter of Creditother Borrower, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any Guarantor of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit Guaranteed Obligations or any other Person, whether in connection with (ii) proceed against or exhaust any Loan Document security held from any other Borrower, any Guarantor or any other Contractual Obligation Person, (iii) proceed against or transaction, have resort to any balance of any Deposit Account or credit on the existence books of any Beneficiary in favor of any other withholdingBorrower or any other Person, abatement or reduction, (Civ) pursue any other remedy in the case power of any Beneficiary whatsoever; (b) any defense arising by reason of the obligations incapacity, lack of authority or any disability or other defense of any Revolving Lenderother Borrower or any Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any other Borrower or any Guarantor from any cause other than payment in full of the Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Obligations, except behavior which amounts to gross negligence, willful misconduct or bad faith or failure to duly credit to Borrowers payments actually received by Lenders in full satisfaction of the Obligations (and which payments are not being contested or subject to ongoing proceedings for or an order directing disgorgement or reimbursement to Borrowers); (e) (i) the failure any principles or provisions of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial law, statutory or otherwise) of , which are or might be in conflict with the terms hereof and any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of such Borrower’s obligations hereunder, (ii) the benefit of any obligation statute of limitations affecting such Borrower’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims (except after payment in full of the Borrower Obligations, which payments are not being contested or subject to ongoing proceedings for or an order directing disgorgement or reimbursement to Borrowers), and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any Revolving Lender hereunder. No provision hereof shall property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default under this Agreement, the Secured Hedge Agreements, the Secured Bank Product Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to Borrowers and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be deemed to waive derived from or afforded by law which limit the Borrower’s right to seek repayment liability of any payment of any L/C Reimbursement Obligations from the L/C Issuer under or exonerate guarantors or sureties, or which may conflict with the terms hereof (other than payment in full of the applicable L/C Reimbursement Agreement Obligations, which payments are not being contested or applicable lawsubject to ongoing proceedings for or an order directing disgorgement or reimbursement to Borrowers).

Obligations Absolute. The Except to the extent that any Tax is required to be withheld or deducted under applicable Law, but subject to the provisions of Article III, the Borrower’s obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above under this Section 2.19 shall be absolute, unconditional and irrevocable under any and performed strictly in accordance all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary may have or have had against any Issuer, any Lender or any beneficiary or transferee of a Letter of Credit. The Borrower further agrees with the terms Issuers and the Lenders that neither any Issuer nor any Lender shall be responsible for, and the Borrower’s Reimbursement Obligation in respect of this Agreement irrespective any Letter of (A) Credit shall not be affected by, among other things, (i) the invalidity validity, enforceability or unenforceability genuineness of documents or of any term or provision endorsements thereon, even if such documents should in fact prove to be in any Letter of Creditor all respects invalid, any document transferring fraudulent or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), forged or any modification to any provision of any of the foregoingstatement therein untrue or inaccurate, (ii) any document presented under a Letter dispute between or among the Borrower, any of Credit being forgedits Affiliates, fraudulent, invalid, insufficient or inaccurate in the beneficiary of any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss financing institution or delay, including in other party to whom any Letter of Credit may be transferred or any claims or defenses whatsoever of the transmission Borrower or of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have its Affiliates against the beneficiary of any Letter of Credit or any such transferee, (iii) any payment by an Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, (iv) any payment made by an Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other Personrepresentative of or successor to any beneficiary or any transferee of such Letter of Credit, whether including any arising in connection with any Loan Document or proceeding under any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) Debtor Relief Law or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (Dv) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might, but for the provisions of this clause (vii), might otherwise constitute a legal defense available to, or equitable a discharge of any obligation of of, the Borrower or any Revolving Lender hereunderSubsidiary. No provision hereof Issuer shall be deemed liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit other than, with respect to waive any Issuer, any such error, omission, interruption or limit delay in transmission, dispatch or delivery of any message or advice resulting from the gross negligence or willful misconduct of such Issuer. The Borrower agrees that any action taken or omitted by any Issuer or any Lender under or in connection with any Letter of Credit and the related drafts and documents, if done without gross negligence or willful misconduct, shall be binding upon the Borrower and shall not put any Issuer or any Lender under any liability to the Borrower. The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuer and its correspondents unless such notice is given as aforesaid. Nothing in this Section 2.19(g) is intended to limit the right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable lawBorrower to make a claim against any Issuer for damages as contemplated by the proviso to the first sentence of Section 2.19(f).

Obligations Absolute. The obligations obligation of (i) the U.S. Borrower to reimburse each applicable Issuing Bank for drawings honored under the U.S. Letters of Credit or Canadian Letters of Credit issued by it and the to repay any U.S. Revolving Lenders, as applicable, Loans or Canadian Revolving Loans made by Lenders pursuant to clauses (ivSection 2.04(d), (vii) the Foreign Borrower to reimburse the Issuing Bank for drawings honored under the Foreign Letters of Credit issued by it to the Foreign Borrower and to repay any Foreign Revolving Loans made by Lenders pursuant to Section 2.04(d) and (viiii) above the Lenders under Section 2.04(e), in each case shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, ; (ii) the existence of any claim, set-off, defense or other right which any Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender or any other Person or, in the case of a Lender, against any Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by the applicable Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document which does not substantially comply with the terms of such Letter of Credit or Credit; (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iiv) any adverse change in the business, general affairs, assets, liabilities, operations, management, condition (financial or otherwise) ), stockholders’ equity, results of operations or value of any Credit Party Loan Party; (vi) any breach hereof or any other Loan Document by any party thereto; (vii) the fact that an Event of Default or a Default shall have occurred and be continuing; or (Dviii) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing; provided that in each case payment by the Issuing Bank under the applicable Letter of Credit shall not have been determined by a final, that mightnon-appealable judgment of a court of competent jurisdiction to have constituted gross negligence, but for the provisions of this clause (vii), constitute a legal bad faith or equitable discharge of any obligation willful misconduct of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer Issuing Bank under the terms of the applicable L/C Reimbursement Agreement or applicable lawcircumstances in question.

Obligations Absolute. The obligation of the Borrower to reimburse the Issuing Banks for drawings honored under the Letters of Credit Issued by it and to repay any Revolving Loans made by the Lenders pursuant to Section 2.4(d) and the obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (vLenders under Section 2.4(e) and (vi) above shall will be absolute, unconditional and irrevocable and will be performed strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a any Letter of Credit, any Loan Credit Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, ; (ii) the existence of any claim, set-off, defense, abatement, recoupment or other right which the Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Banks, Lender or any other Person or, in the case of a Lender, against the Borrower, whether in connection herewith, the transactions contemplated herein or any transaction (including any underlying transaction between the Borrower or Subsidiary and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by the applicable Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document which does not substantially comply with the terms of such Letter of Credit or Credit; (iiiv) any loss or delay, including adverse change in the transmission business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower or any document, Subsidiary; (Bvi) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit breach hereof or any other PersonCredit Document by any party thereto; (vii) any other circumstance or happening whatsoever, whether in connection or not similar to any of the foregoing; (viii) the fact that an Event of Default or a Default will have occurred and be continuing; or (ix) solely with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of respect to the obligations of any Revolving Lenderthe Lenders under Section 2.4(c), (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Lenders with a Revolving Lenders Credit Commitment hereby irrevocably waive) or (ii) any adverse change ); provided that, in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoingeach case, that might, but for payment by the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer applicable Issuing Bank under the terms applicable Letter of Credit will not have constituted gross negligence, bad faith or willful misconduct of such Issuing Bank as determined by a court of competent jurisdiction in a final non-appealable order under the applicable L/C Reimbursement Agreement or applicable lawcircumstances in question.

Obligations Absolute. The obligation of the Borrower to reimburse the Issuing Banks for drawings honored under the Letters of Credit Issued by it and to repay any Revolving Loans made by the Lenders pursuant to Section 2.4(d) and the obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (vLenders under Section 2.4(e) and (vi) above shall will be absolute, unconditional and irrevocable and will be performed strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a any Letter of Credit, any Loan Credit Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, ; (ii) the existence of any claim, set-off, defense, abatement, recoupment or other right which the Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Banks, Lender or any other Person or, in the case of a Lender, against the Borrower, whether in connection herewith, the transactions contemplated herein or any transaction (including any underlying transaction between the Borrower or the Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by the applicable Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document which does not substantially comply with the terms of such Letter of Credit or Credit; (iiiv) any loss or delay, including adverse change in the transmission business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower or any document, Subsidiary; (Bvi) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit breach hereof or any other PersonCredit Document by any party thereto; (vii) any other circumstance or happening whatsoever, whether in connection or not similar to any of the foregoing; (viii) the fact that an Event of Default or a Default will have occurred and be continuing; or (ix) solely with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of respect to the obligations of any Revolving Lenderthe Lenders under Section 2.4(c), (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change ); provided that, in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoingeach case, that might, but for payment by the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer applicable Issuing Bank under the terms applicable Letter of Credit will not have constituted gross negligence or willful misconduct of such Issuing Bank as determined by a court of competent jurisdiction in a final non-appealable order under the applicable L/C Reimbursement Agreement or applicable lawcircumstances in question.

Obligations Absolute. The obligations of the Borrower Borrowers and the Revolving Lenders, as applicable, Lenders pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower Borrowers or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s Borrowers’ right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.

Obligations Absolute. The obligations obligations, covenants, agreements and duties of the Borrower and Guarantor under this Guaranty shall not be released, affected or impaired by any of the Revolving Lendersfollowing whether or not undertaken with notice to or consent of the Guarantor: (a) any assignment or transfer, as applicablein whole or in part, pursuant of the Loans made to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms Borrowing Subsidiaries or the Credit Agreements although made without notice to or consent of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument)Guarantor, or (b) any modification to waiver by any provision Bank or the Agent, or by any other person, of the performance or observance by any of the Borrowing Subsidiaries of any of the foregoingagreements, covenants, terms or conditions contained in the Credit Agreements, or (iic) any document presented under a Letter indulgence in or the extension of Credit being forged, fraudulent, invalid, insufficient or inaccurate in the time for payment by any respect or failing to comply with of the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission Borrowing Subsidiaries of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense amounts payable under or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with the Credit Agreements, or of the time for performance by any Loan Document or of the Borrowing Subsidiaries of any other Contractual Obligation obligations under or transactionarising out of the Credit Agreements, or the existence of any other withholdingextension or renewal thereof, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (id) the failure of any condition precedent set forth in Section 3.2 to be satisfied modification, amendment or waiver (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial whether material or otherwise) of any duty, agreement or obligation of any of the Borrowing Subsidiaries set forth in the Credit Party and Agreements (Dthe modification, amendment or waiver from time to time of the Credit Agreements being expressly authorized without further notice to or consent of the Guarantor), or (e) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of any of the Borrowing Subsidiaries, or any receivership, insolvency, bankruptcy, reorganization, or other similar proceedings, affecting any of the Borrowing Subsidiaries or any of their assets, or (f) the merger or consolidation of any of the Borrowing Subsidiaries or the Guarantor with any other person, or (g) the release or discharge of any of the Borrowing Subsidiaries or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in the Credit Agreements, by operation of law, or (h) any other act cause whether similar or omission dissimilar to act the foregoing which would release, affect or delay of any kind of L/C Issuerimpair the obligations, Agentcovenants, any Lender agreements or any other Person or any other event or circumstance whatsoever, whether or not similar to any duties of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender Guarantor hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.

Obligations Absolute. The obligation of each Borrower to reimburse an Issuing Bank for drawings honored under Letters of Credit issued by it and to repay any Revolving Loans made by the Lenders pursuant to Section 2.04(d) and the obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (vLenders under Section 2.04(e) and (vi) above shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, ; (ii) the existence of any claim, set-off, defense or other right which any Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), any Issuing Bank, any Lender or any other Person or, in the case of a Lender, against any Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by an Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document which does not substantially comply with the terms of such Letter of Credit or Credit; (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iiv) any adverse change in the business, general affairs, assets, liabilities, operations, management, condition (financial or otherwise) ), stockholders’ equity, results of operations or value of any Credit Party Loan Party; (vi) any breach hereof or any other Loan Document by any party thereto; (vii) the fact that an Event of Default or a Default shall have occurred and be continuing; or (Dviii) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.

Obligations Absolute. The obligations of the Borrower Borrowers and the Revolving Lenders, as applicable, Lenders pursuant to clauses paragraphs (ivd), (ve) and (vif) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of the Agreement and this Agreement Annex A irrespective of (Ai) (iA) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (iiB) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iiiC) any loss or delay, including in the transmission of any document, (Bii) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation contractual obligation or transaction, or the existence of any other withholding, abatement or reduction, (Ciii) in the case of the obligations of any Revolving Lender, (iA) the failure of any condition precedent set forth in Section 3.2 SECTION 5.02 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iiB) any adverse change in the condition (financial or otherwise) of any Credit Party and (Div) any other act or omission to act or delay of any kind of L/C Issuer, the Administrative Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause paragraph (viig), constitute a legal or equitable discharge of any obligation of the Borrower Borrowers or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s Borrowers’ right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.

Obligations Absolute. The obligations A Co-Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above shall be this Section 2.05 is 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, this Agreement or any document transferring or purporting to transfer a Letter of Credit, any other Loan Document (including the sufficiency of any such instrument)Document, or any modification to any term or provision of any of the foregoingherein or therein, (ii) any exchange, change, waiver or release of any Collateral for, or any other Person’s guarantee of or other liability for, any of the Secured Obligations, (iii) the existence of any claim, set-off, defense or other right which such Co-Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), any Issuing Bank, any Lender or any other Person or, in the case of a Lender, against such Co-Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between such Co-Borrower or one or more of its Subsidiaries and the beneficiary for which any Letter of Credit was procured), (iv) any draft or other document presented under a Letter of Credit being proving to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, (v) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or failing to other document that does not comply strictly with the terms of such Letter of Credit (provided that such Co-Borrower shall be obligated to reimburse such LC Disbursements unless payment is made against presentation of a draft or (iii) any loss or delay, including in other document that at least substantially complies with the transmission terms of any documentsuch Letter of Credit), (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iivi) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any Credit Party and of its subsidiaries; (Dvii) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender breach hereof or any other Person Loan Document by any party hereto or thereto, (viii) the fact that an Event of Default or a Default shall have occurred and be continuing, or (ix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section 2.05, constitute a legal or equitable discharge of, or provide a right of setoff against, such Co-Borrower’s obligations hereunder. As between the applicable Co-Borrower and the applicable Issuing Bank, such Co-Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by such Issuing Bank and the proceeds thereof, by the respective beneficiaries of such Letters of Credit or any assignees or transferees thereof. In furtherance and not in limitation of the foregoing, none of the Administrative Agent, the Lenders, the Issuing Banks or any of their Related Parties shall have any liability or responsibility for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any obligation document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged other than to confirm such documents comply with the terms of such Letter of Credit; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) its honor of any presentation under a Letter of Credit that appears on its face to substantially comply with the terms and conditions of such Letter of Credit; (v) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder); (vi) errors in interpretation of technical terms; (vii) any loss or delay in the transmission of any document required in order to make a drawing under any such Letter of Credit; (viii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (ix) any consequences arising from causes beyond the control of the Issuing Bank, including any act by a Governmental Authority and fluctuation in currency exchange rates. None of the above shall affect or impair, or prevent the vesting of, any of the applicable Issuing Bank’s rights or powers hereunder or place such Issuing Bank under any liability to any Co-Borrower or any Revolving Lender hereunderother Person. No provision hereof Notwithstanding the foregoing, none of the above shall be construed to excuse any Issuing Bank from liability to the applicable Co-Borrower to the extent of any direct damages (as opposed to special, indirect, consequential, incidental, exemplary or punitive damages, claims in respect of which are hereby waived by such Co-Borrower to the extent permitted by Requirements of Law) suffered by such Co-Borrower that are caused by such Issuing Bank’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, nonappealable judgment) when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if (notwithstanding the appearance of substantial compliance) such documents are not in strict compliance with the terms of such Letter of Credit, and any such acceptance or refusal shall be deemed not to waive constitute gross negligence or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable lawwillful misconduct.

Obligations Absolute. The obligations obligation of US Borrowers to reimburse the Borrower US L/C Issuers, US Agent and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above US Tranche A Lenders for payments made in respect of US Letters of Credit issued by any US L/C Issuer shall be absolute, unconditional and irrevocable and performed shall be paid under all circumstances strictly in accordance with the terms of this Agreement irrespective Agreement, including the following circumstances: (a) any lack of validity or enforceability of any Letter of Credit; (Ab) any amendment or waiver of or any consent or departure from all or any of the provisions of any Letter of Credit or any Loan Document; (ic) the invalidity or unenforceability existence of any term claim, set-off, defense or provision in other right which Borrowers, any of their Subsidiaries or Affiliates or any other Person may at any time have against any beneficiary of any Letter of Credit, any document transferring or purporting to transfer a Letter of CreditAgent, any Loan Document (including the sufficiency of L/C Issuer, any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit Lender or any other Person, whether in connection with this Agreement, any other Loan Document or any other Contractual Obligation related or transaction, unrelated agreements or the existence transactions; (d) any draft or other document presented under any Letter of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 Credit proving to be satisfied forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (each e) payment under any Letter of which conditions precedent Credit against presentation of a draft or other document that does not substantially comply with the Revolving Lenders hereby irrevocably waive) terms of such Letter of Credit; or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (Df) any other act or omission to act or delay of any kind of any L/C Issuer, any Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, whatsoever that might, but for the provisions of this clause (viiSection 1.1(b)(v), constitute a legal or equitable discharge of any US Borrowers’ obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed by US Borrowers that the absolute and unconditional obligation of US Borrowers to US Agent and US Tranche A Lenders hereunder to reimburse payments made under a US Letter of Credit will not be excused by the Borrower gross negligence or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit willful misconduct of the Borrower’s right to seek repayment of any payment of any applicable US L/C Reimbursement Obligations from Issuer. However, the foregoing shall not be construed to excuse any US L/C Issuer under from claims which US Borrowers may assert against such US L/C Issuer subject to the terms of the applicable L/C Reimbursement Agreement or applicable lawMaster Standby Agreement.

Obligations Absolute. The Each Borrower’s obligations of the Borrower and the Revolving Lenders, to reimburse LC Disbursements as applicable, pursuant to clauses (iv), (vprovided in Section 2.06(f) and (vi) above shall be absolute, unconditional and irrevocable irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (A) (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any term or provision of any of the foregoingtherein, (ii) any draft or other document presented under a Letter of Credit being proving to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, (iii) payment by any Issuing Lender under a Letter of Credit against presentation of a draft or failing to other document that does not comply strictly with the terms of such Letter of Credit Credit, (iv) at any time or from time to time, without notice to any Borrower or any other Person, the time for any performance of or compliance with any of such reimbursement obligations of any other Borrower shall be waived, extended or renewed, (iiiv) any loss or delay, including in the transmission of such reimbursement obligations of any documentother Borrower shall be amended or otherwise modified in any respect, or the Guarantee of any of such reimbursement obligations or any security therefor shall be released, substituted or exchanged in whole or in part or otherwise dealt with, (Bvi) any lien or security interest granted to, or in favor of, the Administrative Agent or any of the Lenders as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viii) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case proceedings of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth type described in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive7(g) or (iih) with respect to any other Loan Party, (ix) any adverse change in the condition (financial lack of validity or otherwise) enforceability of any Credit Party and (D) of such reimbursement obligations against any other act Loan Party, or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person 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 clause (vii)Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of any obligation Borrower hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Lenders, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the Issuing Lender thereof or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Lender of such Letter of Credit; provided that the foregoing shall not be construed to excuse such Issuing Lender from liability to any Borrower or to any Lender which has funded its participation hereunder in such Letter of Credit to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Loan Parties and the Lenders to the extent permitted by applicable law) suffered by any Borrower or any Revolving such Lender, as the case may be, that are caused by such Issuing Lender’s failure to exercise the standard of care agreed hereunder to be applicable when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that such standard of care shall be as follows, and that such Issuing Lender hereunder. No provision hereof shall be deemed to waive have exercised such standard of care in the absence of gross negligence or limit the Borrower’s right to seek repayment willful misconduct on its part (as determined by a court of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.competent jurisdiction by final and nonappealable judgment):

Obligations Absolute. The obligations obligations, covenants, agreements and duties of any Guarantor under this Guaranty shall not be released, affected or impaired by any of the Borrower and the Revolving Lenders, as applicable, pursuant following whether or not undertaken with notice to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability consent of any term Guarantor: (a) an assignment or provision transfer, in any Letter of Creditwhole or in part, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoingGuaranteed Obligations or any of the Operative Documents although made without notice to or consent of any Guarantor, or (iib) any document presented under a Letter waiver by any Lender or the Agent or by any other person, of Credit being forgedthe performance or observance by the Borrower or the Borrowing Subsidiary of any of the agreements, fraudulentcovenants, invalid, insufficient terms or inaccurate conditions contained in any respect or failing to comply with of the terms of such Letter of Credit Operative Documents, or (iiic) any loss indulgence in or delay, including in the transmission extension of the time for payment by the Borrower or the Borrowing Subsidiary of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense amounts payable under or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document of the Operative Documents, or of the time for performance by the Borrower or the Borrowing Subsidiary of any other Contractual Obligation obligations under or transactionarising out of any of the Operative Documents, or the existence of any other withholdingextension or renewal thereof, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (id) the failure of any condition precedent set forth in Section 3.2 to be satisfied modification, amendment or waiver (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial whether material or otherwise) of any Credit Party and (D) any other act duty, agreement or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or the Borrowing Subsidiary set forth in any Revolving Lender hereunder. No provision hereof shall be deemed of the Operative Documents (the modification, amendment or waiver from time to waive time of any of the Operative Documents to which the Borrower or limit the Borrowing Subsidiary is a party being expressly authorized without further notice to or consent of any Guarantor), or (e) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of the Borrower or the Borrowing Subsidiary or any receivership, insolvency, bankruptcy, reorganization, or other similar proceedings, affecting the Borrower or any of its assets or the Borrowing Subsidiary or any of its assets, or (f) the merger or consolidation of the Borrower or the Borrowing Subsidiary with or into any other person or any transfer or other disposition of any shares of capital stock of the Borrower or the Borrowing Subsidiary by the holder thereof, or (g) the release of discharge of the Borrower’s right to seek repayment , the Borrowing Subsidiary or any other obligor from the performance or observance of any payment agreement, covenant, term or condition contained in any Operative Document, by operation of law, (h) the release of any L/C Reimbursement Obligations from security, if any, for the L/C Issuer under the terms obligations of the applicable L/C Reimbursement Agreement Borrower or applicable lawthe Borrowing Subsidiary under any of the Operative Documents, or the impairment of or failure to perfect an interest in any such security, or (i) the running of any limitations period otherwise applicable, or (j) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Guaranty or any of the Operative Documents, including without limitation the release, discharge, or variance of the liability of any Guarantor, or (k) any other cause whether similar or dissimilar to the foregoing which would release, affect or impair the obligations, covenants, agreements or duties of the Guarantor hereunder.

Obligations Absolute. The obligations obligation of (i) the U.S. Borrower to reimburse each applicable Issuing Bank for drawings honored under the U.S. Letters of Credit or Canadian Letters of Credit issued by it and the to repay any U.S. Revolving Lenders, as applicable, Loans or Canadian Revolving Loans made by Lenders pursuant to clauses (ivSection 2.04(d), (vii) the European Borrower to reimburse the Issuing Bank for drawings honored under the European Letters of Credit issued by it and to repay any European Revolving Loans made by Lenders pursuant to Section 2.04(d) and (viiii) above the Lenders under Section 2.04(e), in each case shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, ; (ii) the existence of any claim, set‑off, defense or other right which any Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender or any other Person or, in the case of a Lender, against any Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by the applicable Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document which does not substantially comply with the terms of such Letter of Credit or Credit; (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iiv) any adverse change in the business, general affairs, assets, liabilities, operations, management, condition (financial or otherwise) ), stockholders’ equity, results of operations or value of any Credit Party Loan Party; (vi) any breach hereof or any other Loan Document by any party thereto; (vii) the fact that an Event of Default or a Default shall have occurred and be continuing; or (Dviii) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing; provided that in each case payment by the Issuing Bank under the applicable Letter of Credit shall not have been determined by a final, that mightnon-appealable judgment of a court of competent jurisdiction to have constituted gross negligence, but for the provisions of this clause (vii), constitute a legal bad faith or equitable discharge of any obligation willful misconduct of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer Issuing Bank under the terms of the applicable L/C Reimbursement Agreement or applicable lawcircumstances in question.

Obligations Absolute. The obligation of the US Borrower to reimburse each Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.07(d), and the obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (ivLenders under Section 2.07(e), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed irrevocable. Furthermore, any such amounts shall be paid strictly in accordance with the terms of this Agreement irrespective of (A) hereof under all circumstances, including the following: (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring Credit is invalid or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, unenforceable; (ii) the US Borrower or any Lender has 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 Bank, any Lender or any other Person or, in the case of a Lender, against the US Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the US Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being proves to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein is untrue or inaccurate in any respect respect; (iv) any Issuing Bank has made a payment under any Letter of Credit upon presentation of a draft or failing to other document which does not substantially comply with the terms of such Letter of Credit Credit; (v) there has been an adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Group Member; (iiivi) any loss party hereto (or delay, thereto) has breached this Agreement or any other Loan Document; (vii) a Default or an Event of Default has occurred and is continuing; (viii) there has been any change in any other term (including the time or manner or place of payment) of all or any of the Obligations in the transmission respect of any documentLetter of Credit, in each case whether or not the US Borrower has knowledge thereof; (Bix) the existence of there has been an amendment, modification or waiver of, or any setoffconsent to departure from, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Persondocuments or instruments relating thereto, in each case whether in connection with any Loan Document or any other Contractual Obligation not the US Borrower has knowledge thereof; (x) there has been an exchange, release, surrender or transaction, or the existence impairment of any Collateral or other withholding, abatement or reduction, (C) in security for the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) Obligations; or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (Dxi) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing, has arisen; provided, in each case, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of payment by any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer Issuing Bank under the terms applicable Letter of the applicable L/C Reimbursement Agreement Credit shall not have constituted gross negligence or applicable lawwillful misconduct of such Issuing Bank as determined by a court of competent jurisdiction in a final and non-appealable judgment.

Obligations Absolute. The Applicant's obligations under this Agreement (the "Obligations") shall be unqualified, irrevocable and payable in the manner and method provided for under this Agreement irrespective of any one or more of the following circumstances: (i) any lack of validity or enforceability of this Agreement, the Credit, or any other agreement, application, amendment, guarantee, document or instrument relating thereto (ii) any change in the time, manner or place of payment of or in any other term of all or any of the Obligations of Applicant or the obligations of any person that guarantees the Borrower and Obligations, (iii) the Revolving Lendersexistence of any claim, as applicableset-off, pursuant to clauses defence or other right that Applicant may have at any time against any beneficiary or any transferee of the Credit (or any person for whom any such beneficiary or transferee may be acting), Citibank or any other person, whether in connection with any transaction contemplated by this Agreement or any unrelated transaction, or any claim by Citibank or Applicant against the beneficiary of the Credit for breach of warranty, (iv)) any exchange, release or non-perfection of any Property (as hereinafter defined) or other collateral, or release or amendment or waiver of or consent to departure from the terms of any guarantee or security agreement, for all or any of the Obligations, (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument)Draft, or any modification to any provision of any of the foregoing, (ii) any other document presented under a Letter of the Credit being forged, fraudulent, invalid, or insufficient or inaccurate any statement in that Draft or other document being untrue or inaccurate, (vi) any respect failure by Citibank to issue the Credit (or failing any amendment) as requested by or agreed with Applicant, unless Citibank receives written notice from Applicant of such error within three business days after Applicant shall have received a copy of the Credit (or such amendment) and such error is material and consequential, (vii) any previous Obligation, whether or not paid, arising from Citibank's payment against any Draft, certificate or other document which appeared on its face to be signed or presented by the proper party but was in fact signed or presented by a party posing as the proper party, (viii) payment by Citibank under the Credit against presentation of a Draft or other document that does not comply with the terms and conditions of the Credit unless Citibank receives written notice from Applicant of such Letter discrepancy within three business days following Applicant's receipt of Credit such Draft or other document, and (iiiix) any loss action or delay, including inaction taken or suffered by Citibank or any of its correspondents in connection with the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any relevant Draft, certificate, other Persondocument or Property, whether if taken in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, good faith (C) i.e. honesty in fact in the case of the obligations of any Revolving Lenderconduct or transaction concerned, (i“Good Faith”) the failure of any condition precedent set forth and in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) conformity with applicable Malaysian or (ii) any adverse change in the condition (financial foreign laws or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable lawpractices.

Obligations Absolute. The obligations of the Borrower and the Revolving Lenders, as applicable, Lenders pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law. Nothing herein shall excuse any L/C Issuer for liability to the extent such liability has resulted primarily from the gross negligence or willful misconduct of such L/C Issuer under the terms of the applicable L/C Reimbursement Agreement, as determined by a court of competent jurisdiction in a final non-appealable judgment or order.

Obligations Absolute. The obligations of the Borrower to reimburse the Fronting Lender for Drafts accepted hereunder, and the to repay any Revolving LendersLoan funded to pay a Draft, as applicable, pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable irrevocable, and performed shall be paid strictly in accordance with the terms of this Agreement irrespective under all circumstances, including: (a) any lack of (A) (i) the invalidity validity or unenforceability enforceability of any term this Agreement or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, other Loan Documents; (iib) any document presented under a Letter change in the time, manner or place of Credit being forgedpayment of, fraudulent, invalid, insufficient or inaccurate in any other term of, all or any of the obligations of the Borrower in respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, Draft or any Drafting Agreement or any other Drafting arrangement (Bwhether in writing or oral) or any other amendment or waiver of or any consent to departure from any Loan Document; (c) the existence of any setoff, claim, abatement, recoupmentset-off, defense or other right that the Company, the Borrower or any other Subsidiary may have at any time against any Manufacturer or Auction House or any other beneficiary or transferee of any Draft or Drafting Agreement or other Drafting arrangement (or any Person (including for whom any Credit Party) such beneficiary or such transferee may have against be acting), the beneficiary of any Letter of Credit Fronting Lender or any other Person, whether in connection with any this Agreement, the transactions contemplated hereby or by the other Loan Document Documents or any unrelated transaction; (d) any Draft or any demand, certificate or other Contractual Obligation document presented to the Fronting Lender proving to be forged, fraudulent, invalid or transactioninsufficient in any respect, or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the existence transmission or otherwise of any document required in order to make a Draft; (e) any payment by the Fronting Lender on any Draft pursuant to any Drafting Agreement or other withholdingDrafting arrangement against presentation of a Draft or certificate that does not strictly comply with the terms of any Drafting Agreement or other Drafting arrangement or any payment made by the Fronting Lender under any Draft to any trustee in bankruptcy, abatement debtor in possession, assignee for the benefit of creditors, liquidator, receiver or reductionother representative of a successor to any beneficiary or any transferee of any Draft, including any arising in connection with any bankruptcy or insolvency proceeding; (Cf) in the case any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from all or any of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Subsidiary in respect of any Draft or Drafting Agreement or other Drafting arrangement; or (g) any other circumstance whatsoever that might otherwise constitute a defense available to, or discharge of, the Borrower or any Subsidiary; provided that the Borrower shall not be obligated to reimburse the Fronting Lender for a Draft accepted hereunder or to repay any Revolving Loan funded to pay such funded Draft if the Fronting Lender hereunderengaged in willful misconduct in accepting such Draft. No provision hereof For the avoidance of doubt, the following actions or failures to act shall not, in and of themselves, be deemed willful misconduct by the Fronting Lender: (i) accepting a Draft without requesting or reviewing supporting documentation from the Person submitting such Draft, (ii) failing to waive monitor or limit the Borrower’s right amount of Drafts presented or honored or (iii) providing incorrect information as to seek repayment of the availability in effect under any payment of Drafting Agreement, any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement other Drafting Arrangement (whether in writing or applicable laworal) or this Agreement.

Obligations Absolute. The obligations of the Borrower Borrowers to reimburse any Issuing Bank for drawings honored under the Letters of Credit issued by such Issuing Bank and to repay any Revolving Loans made by Lenders pursuant to Section 2.08(d) and the Revolving Lenders, as applicable, pursuant to clauses (iv), (vobligations of Lenders under Section 2.08(e) and (vi) above shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms hereof under all circumstances, including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, ; (ii) the existence of any claim, set-off, defense or other right which the Borrowers or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), any relevant Issuing Bank, any Lender or any other Person or, in the case of a Lender, against the Borrowers, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by any Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document which does not comply with the terms of such Letter of Credit or Credit; (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iiv) any adverse change in the business, operations, properties, assets or financial condition of Holdings or any of its Subsidiaries; (financial vi) any breach hereof or otherwise) of any Credit Party and other Loan Document by any party thereto; (Dvii) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoingforegoing or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, that might, but for payment by the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer relevant Issuing Bank under the terms applicable Letter of the applicable L/C Reimbursement Agreement Credit shall not have constituted gross negligence, bad faith or applicable lawwillful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Obligations Absolute. The obligations of the Borrower and the Revolving Lenders, as applicable, Lenders pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense (other than defense of payment or performance) or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, the Revolver Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunderhereunder other than payment thereof in full in cash. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law. Nothing herein shall excuse L/C Issuer for liability to the extent such liability has resulted primarily from the gross negligence or willful misconduct of L/C Issuer under the terms of the applicable L/C Reimbursement Agreement as determined by a court of competent jurisdiction in a final non-appealable judgment or order.

Obligations Absolute. The obligations Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above shall be this Section 2.05 is 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, this Agreement or any document transferring or purporting to transfer a Letter of Credit, any other Loan Document (including the sufficiency of any such instrument)Document, or any modification to any term or provision of any of the foregoingherein or therein, (ii) any exchange, change, waiver or release of any Collateral for, or any other Person’s guarantee of or other liability for, any of the Secured Obligations, (iii) the existence of any claim, set-off, defense or other right which the Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Bank, any Lender or any other Person or, in the case of a Lender, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one or more of its Subsidiaries and the beneficiary for which any Letter of Credit was procured), (iv) any draft or other document presented under a Letter of Credit being proving to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, (v) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or failing to other document that does not comply strictly with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any documentCredit, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iivi) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any Credit Party and of its Subsidiaries; (Dvii) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender breach hereof or any other Person Loan Document by any party hereto or thereto, (viii) the fact that an Event of Default or a Default shall have occurred and be continuing, or (ix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section 2.05, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. As between the Borrower and the Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by the Issuing Bank and the proceeds thereof, by the respective beneficiaries of such Letters of Credit or any assignees or transferees thereof. In furtherance and not in limitation of the foregoing, none of the Administrative Agent, the Lenders, the Issuing Banks or any of their Related Parties shall have any liability or responsibility for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any obligation document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged other than to confirm such documents comply with the terms of such Letter of Credit; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) its honor of any presentation under a Letter of Credit that appears on its face to substantially comply with the terms and conditions of such Letter of Credit; (v) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder); (vi) errors in interpretation of technical terms; (vii) any loss or delay in the transmission of any document required in order to make a drawing under any such Letter of Credit; (viii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (ix) any consequences arising from causes beyond the control of the Issuing Bank, including any act by a Governmental Authority and fluctuation in currency exchange rates. None of the above shall affect or impair, or prevent the vesting of, any of the Issuing Bank’s rights or powers hereunder or place the Issuing Bank under any liability to the Borrower or any Revolving Lender hereunderother Person. No provision hereof Notwithstanding the foregoing, none of the above shall be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential, incidental, exemplary or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by Requirements of Law) suffered by the Borrower that are caused by such Issuing Bank’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable judgment) when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if (notwithstanding the appearance of substantial compliance) such documents are not in strict compliance with the terms of such Letter of Credit, and any such acceptance or refusal shall be deemed not to waive constitute gross negligence or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable lawwillful misconduct.

Obligations Absolute. The obligations of the Borrower and the Revolving Lenders, as applicable, Lenders pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.

Obligations Absolute. The obligations Borrower’s obligation to reimburse Liquidity LC Disbursements as provided in clause (e) of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above this Section 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of any Liquidity Letter of Credit or this Agreement, or any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoingtherein, (ii) any draft or other document presented under a Liquidity Letter of Credit being proving to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, (iii) payment by any Liquidity Issuing Bank under a Liquidity Letter of Credit against presentation of a draft or failing to other document that does not comply with the terms of such Liquidity Letter of Credit, (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the Borrower in respect of any Liquidity Letter of Credit related document or any other amendment or waiver of or any consent to departure from all or any of the Liquidity Letter of Credit related documents; (iii) any loss or delay, including in the transmission of any document, (Bv) the existence of any setoff, claim, abatement, recoupmentset-off, defense or other right that any Person (including any Credit Party) the Borrower may have at any time against the any beneficiary or any transferee of any a Liquidity Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), any Liquidity Issuing Bank or any other Person, whether in connection with any Loan Document the transactions contemplated by the Liquidity Letter of Credit related documents or any other Contractual Obligation unrelated transaction; (vi) any exchange, release or transaction, or the existence non perfection of any other withholdingcollateral or any release or amendment or waiver of or consent to departure from any guarantee, abatement for all or reduction, (C) in the case any of the obligations Obligations of any Revolving Lender, (i) the failure Borrower in respect of any condition precedent set forth in Section 3.2 to be satisfied (each the Liquidity Letter of which conditions precedent the Revolving Lenders hereby irrevocably waive) Credit related documents or (iivii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), Section 2.12 constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Facility Agent, the Liquidity Lenders nor any Liquidity Issuing Bank, nor any of their related parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any obligation Liquidity Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the Borrower circumstances referred to in the preceding sentence), or any Revolving Lender hereundererror, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Liquidity Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of any Liquidity Issuing Bank; provided that the foregoing shall not be construed to excuse such Liquidity Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such Liquidity Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Liquidity Letter of Credit comply with the terms thereof. No provision hereof The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of a Liquidity Issuing Bank (as finally determined by a court of competent jurisdiction), such Liquidity Issuing Bank shall be deemed to waive or limit have exercised care in each such determination. In furtherance of the Borrower’s right foregoing and without limiting the generality thereof, the parties agree that, with respect to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under documents presented which appear on their face to be in substantial compliance with the terms of a Liquidity Letter of Credit, the applicable L/C Reimbursement Agreement relevant Liquidity Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or applicable lawinformation 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 Liquidity Letter of Credit.

Obligations Absolute. The obligations Borrower’s obligation to reimburse Energy Hedging LC Disbursements as provided in clause (e) of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above this Section 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of any Energy Hedging Letter of Credit or this Agreement, or any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoingtherein, (ii) any draft or other document presented under a an Energy Hedging Letter of Credit being proving to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, (iii) payment by any Energy Hedging Issuing Bank under an Energy Hedging Letter of Credit against presentation of a draft or failing to other document that does not comply with the terms of such Energy Hedging Letter of Credit, (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the Borrower in respect of any Energy Hedging Letter of Credit related document or any other amendment or waiver of or any consent to departure from all or any of the Energy Hedging Letter of Credit related documents; (iii) any loss or delay, including in the transmission of any document, (Bv) the existence of any setoff, claim, abatement, recoupmentset-off, defense or other right that any Person (including any Credit Party) the Borrower may have at any time against the any beneficiary or any transferee of any an Energy Hedging Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), any Energy Hedging Issuing Bank or any other Person, whether in connection with any Loan Document the transactions contemplated by the Energy Hedging Letter of Credit related documents or any other Contractual Obligation unrelated transaction; (vi) any exchange, release or transaction, or the existence non perfection of any other withholdingcollateral or any release or amendment or waiver of or consent to departure from any guarantee, abatement for all or reduction, (C) in the case any of the obligations Obligations of any Revolving Lender, (i) the failure Borrower in respect of any condition precedent set forth in Section 3.2 to be satisfied (each the Energy Hedging Letter of which conditions precedent the Revolving Lenders hereby irrevocably waive) Credit related documents or (iivii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), Section 2.13 constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Facility Agent, the Energy Hedging Lenders nor any Energy Hedging Issuing Bank, nor any of their related parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any obligation Energy Hedging Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the Borrower circumstances referred to in the preceding sentence), or any Revolving Lender hereundererror, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Energy Hedging Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of any Energy Hedging Issuing Bank; provided that the foregoing shall not be construed to excuse such Energy Hedging Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such Energy Hedging Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under an Energy Hedging Letter of Credit comply with the terms thereof. No provision hereof The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Energy Hedging Issuing Bank (as finally determined by a court of competent jurisdiction), such Energy Hedging Issuing Bank shall be deemed to waive or limit have exercised care in each such determination. In furtherance of the Borrower’s right foregoing and without limiting the generality thereof, the parties agree that, with respect to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under documents presented which appear on their face to be in substantial compliance with the terms of an Energy Hedging Letter of Credit, the applicable L/C Reimbursement Agreement relevant Energy Hedging 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 applicable lawinformation 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 Energy Hedging Letter of Credit.

Obligations Absolute. The obligation of Borrower to reimburse Issuing Bank for drawings honored under the Letters of Credit and Bank Guarantees issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (vLenders under Section 2.4(e) and (vi) above shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring Credit or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, Bank Guarantee; (ii) the existence of any claim, set-off, defense or other right which Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit or Bank Guarantee (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender or any other Person or, in the case of a Lender, against Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit or Bank Guarantee was procured); (iii) any draft or other document presented under a any Letter of Credit being or Bank Guarantee proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by Issuing Bank under any Letter of Credit or failing to Bank Guarantee against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit or Bank Guarantee; (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iiv) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Parent or any of its Subsidiaries; (vi) any breach hereof or any other Credit Party and Document by any party thereto; (Dvii) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided in each case, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer by Issuing Bank under the terms applicable Letter of Credit or Bank Guarantee shall not have constituted gross negligence or willful misconduct of Issuing Bank under the applicable L/C Reimbursement Agreement or applicable lawcircumstances in question as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Obligations Absolute. The obligations Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above shall be this Section 2.05 is 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, this Agreement or any document transferring or purporting to transfer a Letter of Credit, any other First Lien Loan Document (including the sufficiency of any such instrument)Document, or any modification to any term or provision of any of the foregoingherein or therein, (ii) any exchange, change, waiver or release of any Collateral for, or any other Person’s guarantee of or other liability for, any of the Secured Obligations, (iii) the existence of any claim, set-off, defense or other right which the Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Bank, any Lender or any other Person or, in the case of a Lender, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one or more of its Subsidiaries and the beneficiary for which any Letter of Credit was procured), (iv) any draft or other document presented under a Letter of Credit being proving to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, (v) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or failing to other document that does not comply with the terms of such Letter of Credit (provided that the Borrower shall not be obligated to reimburse such LC Disbursements unless payment is made against presentation of a draft or (iii) any loss or delay, including in other document that at least substantially complies with the transmission terms of any documentsuch Letter of Credit), (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iivi) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any Credit Party and of its Subsidiaries; (Dvii) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender breach hereof or any other Person First Lien Loan Document by any party hereto or thereto, (viii) the fact that an Event of Default or a Default shall have occurred and be continuing, (ix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section 2.05, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder or (x) any adverse change in the relevant exchange rates or in the availability of any obligation Alternative Currency to the Borrower or in the relevant currency markets generally. As between the Borrower and the Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by the Issuing Bank and the proceeds thereof, by the respective beneficiaries of such Letters of Credit or any assignees or transferees thereof. In furtherance and not in limitation of the foregoing, none of the First Lien Administrative Agent, the Lenders, the Issuing Banks or any of their Related Parties shall have any liability or responsibility for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged other than to confirm such documents comply with the terms of such Letter of Credit; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) its honor of any presentation under a Letter of Credit that appears on its face to substantially comply with the terms and conditions of such Letter of Credit; (v) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder); (vi) errors in interpretation of technical terms; (vii) any loss or delay in the transmission of any document required in order to make a drawing under any such Letter of Credit; (viii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (ix) any consequences arising from causes beyond the control of the Issuing Bank, including any act by a Governmental Authority and fluctuation in currency exchange rates. None of the above shall affect or impair, or prevent the vesting of, any of the Issuing Bank’s rights or powers hereunder or place the Issuing Bank under any liability to the Borrower or any Revolving Lender hereunderother Person. No provision hereof Notwithstanding the foregoing, none of the above shall be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential, incidental, exemplary or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by Requirements of Law) suffered by the Borrower that are caused by such Issuing Bank’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, nonappealable judgment) when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if (notwithstanding the appearance of substantial compliance) such documents are not in strict compliance with the terms of such Letter of Credit, and any such acceptance or refusal shall be deemed not to waive constitute gross negligence or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable lawwillful misconduct.

Obligations Absolute. The obligations Each Borrower hereby waives, for the benefit of Agent and Lenders: (a) any right to require the Borrower and the Revolving LendersAgent or any other Secured Party, as applicablea condition of payment or performance by such Borrower, pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of proceed against any term or provision in any Letter of Creditother Borrower, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of other Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit Party or any other Person, whether in connection with (ii) proceed against or exhaust any Loan Document security held from any other Borrower, any other Credit Party or any other Contractual Obligation Person, (iii) proceed against or transaction, or the existence have resort to any balance of any other withholding, abatement deposit account or reduction, (C) in credit on the case books of the obligations of Agent, the ABL Agent or any Revolving Lender, (i) the failure of lender under any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, AgentABL Facility, any Lender or any Secured Party in favor of any other Person Borrower or any other event Person, or circumstance (iv) pursue any other remedy in the power of Agent or any other Secured Party whatsoever, whether or not similar to ; (b) any defense arising by reason of the foregoingincapacity, lack of authority or any disability or other defense of any other Borrower or any other Credit Party including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any other Borrower or any other Credit Party from any cause other than payment in full of the Obligations; (c) any defense based upon any statute or rule of law which provides that mightthe obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon the Agent’s or any other Secured Party’s errors or omissions in the administration of the Obligations, but for the except behavior which amounts to bad faith, gross negligence or willful misconduct; (e) (i) any principles or provisions of this clause (vii)law, constitute a statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Borrower’s obligations hereunder, (ii) the benefit of any obligation statute of limitations affecting such Borrower’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or under the other Loan Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Obligations or any Revolving Lender hereunder. No provision hereof shall agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in the Guaranty and Security Agreement and any right to consent to any thereof; and (g) any defenses or benefits that may be deemed to waive derived from or afforded by law which limit the Borrower’s right to seek repayment liability of any payment of any L/C Reimbursement Obligations from the L/C Issuer under or exonerate guarantors or sureties, or which may conflict with the terms of the applicable L/C Reimbursement Agreement or applicable lawhereof.

Obligations Absolute. The obligations obligation of the Borrower to reimburse the Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.04(d) and the Revolving Lenders, as applicable, pursuant to clauses (iv), (vobligations of Lenders under Section 2.04(e) and (vi) above shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, ; (ii) the existence of any claim, set off, defense or other right which the Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Bank, any Lender or any other Person or, in the case of a Lender, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by the Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document which does not substantially comply with the terms of such Letter of Credit or Credit; (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iiv) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower or any of its Subsidiaries; (vi) any breach hereof or any other Credit Party and Document by any party thereto; (Dvii) any adverse change in the relevant exchange rates or in the availability of the Agreed Currency to the Borrower or in the relevant currency markets generally; (viii) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing; or (ix) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, that might, but for payment by the provisions Issuing Bank under the applicable Letter of this clause (vii), constitute a legal Credit shall not have constituted gross negligence or equitable discharge of any obligation willful misconduct of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer Issuing Bank under the terms circumstances in question as determined by a final, non-appealable judgment of the applicable L/C Reimbursement Agreement or applicable lawa court of competent jurisdiction.

Obligations Absolute. The obligations Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above this Section 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of any Letter of Credit or this Agreement, or any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoingtherein, (ii) any draft or other document presented under a Letter of Credit being proving to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, (iii) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or failing to other document that does not comply with the terms of such Letter of Credit or Credit, (iiiiv) any loss claim or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit Credit, any transferee of any Letter of Credit, the Administrative Agent, any Lender or any other Person, whether in connection with this Agreement, any Loan Document Letter of Credit, the transactions contemplated hereby or any other Contractual Obligation unrelated transactions (including the underlying transaction between the Borrower or transaction, or any Subsidiary and the existence beneficiary of any other withholding, abatement or reductionLetter of Credit), (Cv) in the case of the obligations occurrence of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) Default or (iivi) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section, constitute a legal or equitable discharge of or defense against, or provide a right of setoff against, the Borrower’s obligations hereunder. None of the Administrative Agent, the Lenders or the Issuing Banks, or any obligation of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Banks; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any damages suffered by the Borrower or any Revolving Lender hereunderthat are caused by such Issuing Bank’s gross negligence or willful misconduct. No provision hereof shall 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 deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under in substantial compliance with the terms of a Letter of Credit, the applicable L/C Reimbursement Agreement Issuing Bank may, acting in good faith, either accept and make payment upon such documents without responsibility for further investigation or applicable lawrefuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

Obligations Absolute. The obligations Each Borrower hereby waives, for the benefit of the Borrower and the Revolving LendersSecured Parties: (1) any right to require any Secured Parties, as applicablea condition of payment or performance by such Borrower, pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of proceed against any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit Borrower or any other Person, whether in connection with (ii) proceed against or exhaust any Loan Document security held from any other Borrower, any Guarantor or any other Contractual Obligation Person, (iii) proceed against or transaction, have resort to any balance of any deposit account or credit on the existence books of any Secured Party in favor of any other withholdingBorrower or any other Person, abatement or reduction(iv) pursue any other remedy in the power of any Secured Party whatsoever; (2) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of any other Borrower including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any other Borrower from any cause other than payment in full of the Obligations; (3) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (4) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith, gross negligence or willful misconduct; (5) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Borrower’s obligations hereunder, (Cii) in the case benefit of any statute of limitations affecting such Borrower’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments, recharacterization and counterclaims, and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (6) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to such Borrower and any right to consent to any thereof; (7) any defense based upon any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of any of the Loan Documents and (8) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof. The obligations of any Revolving Lenderthe Borrowers hereunder shall not, to the extent permitted by applicable law, be affected by (i) the failure of the Administrative Agent, the Collateral Administrator, the Master Collateral Agent or a Lender to assert any condition precedent set forth in Section 3.2 claim or demand or to be satisfied (each enforce any right or remedy against any other Loan Party under the provisions of which conditions precedent the Revolving Lenders hereby irrevocably waive) this Agreement or any other Loan Document or otherwise; (ii) any adverse change in the condition (financial extension or otherwise) renewal of any Credit provision hereof or thereof; (iii) any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of any of the Loan Documents; (iv) the release, exchange, waiver or foreclosure of any security held by the Master Collateral Agent or the Collateral Administrator for the Obligations or any of them; (v) the failure of the Administrative Agent or a Lender to exercise any right or remedy against any other Loan Party; or (vi) the release or substitution of any Collateral or any other Loan Party. To the extent permitted by applicable law, each Borrower hereby waives any defense that it might have based on a failure to remain informed of the financial condition of the other Borrower and of any other Loan Party and (D) any other act circumstances affecting the ability of the Borrowers to perform under this Agreement. Each Borrower further agrees that its obligations hereunder shall continue to be effective or omission to act be reinstated, as the case may be, if at any time payment, or delay any part thereof, of any kind of L/C Issuer, Obligation is rescinded or must otherwise be restored by the Administrative Agent, any Lender or any other Person Secured Party upon the bankruptcy or any other event or circumstance whatsoever, whether or not similar to any reorganization of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the other Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive Guarantor, or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable lawotherwise.

Obligations Absolute. The obligation of the Borrowers to reimburse each Issuing Bank for drawings honored under the Letters of Credit issued by such Issuing Bank and the obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (vLenders under Section 2.3(e) and (vi) above shall be absolute, unconditional and irrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement irrespective of (A) hereof under all circumstances, notwithstanding (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, (ii) the existence of any document transferring claim, set-off, defense or purporting to transfer a other right that any Borrower or any Lender may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the applicable Issuing Bank or any other Person or, in the case of any Lender, against any Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Borrower or any Subsidiary and the beneficiary under any Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (iiiii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect, (iv) payment by the applicable Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document that does not substantially comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any documentCredit, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iiv) any adverse change in the business, operations, properties or condition (financial or otherwise) of the Company or any Credit Party and of its Subsidiaries, (Dvi) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender breach hereof or any other Person Credit Document by any party thereto, (vii) any Default or Event of Default having occurred and be continuing and (viii) any other event or circumstance condition whatsoever, whether or not similar to any of the foregoing; provided that, that mightsubject to Section 9.3(b) and the other provisions hereof, but each applicable Borrower shall retain any and all rights it may have against an Issuing Bank for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation liability arising solely out of the Borrower gross negligence or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment willful misconduct of any payment such Issuing Bank, as determined by a final, non-appealable judgment of any L/C Reimbursement Obligations from the L/C Issuer under the terms a court of the applicable L/C Reimbursement Agreement or applicable lawcompetent jurisdiction.

Obligations Absolute. The AMP hereby agrees that its obligations under this Agreement shall not be released, discharged, diminished, impaired, reduced, or affected for any reason or by the occurrence of any event, including, without limitation, one or more of the Borrower and following events, whether or not with notice to or the Revolving Lendersconsent of AMP: (a) the taking or accepting of collateral as security for any or all of the obligations listed in Schedule A or the release, as applicablesurrender, pursuant exchange, or subordination of any collateral now or hereafter securing any or all of the obligations listed in Schedule A; (b) any partial release of the liability of AMP hereunder, or the full or partial release of any other obligor or guarantor from liability for any or all of the obligations listed in Schedule A; (c) any disability of AFC, or the dissolution, insolvency, or bankruptcy of AFC, AMP, or any other party at any time liable for the payment of any or all of the obligations listed in Schedule A; (d) any renewal, extension, modification, waiver, amendment, or rearrangement of any or all of the obligations listed in Schedule A or any instrument, document, or agreement evidencing, securing, or otherwise relating to clauses any or all of the obligations listed in Schedule A; (iv)e) any adjustment, indulgence, forbearance, waiver, or compromise that may be granted or given by AFC to AMP, or any other party ever liable for any or all of the obligations listed in Schedule A; (vf) and any neglect, delay, omission, failure, or refusal of any party to take or prosecute any action for the collection of any of the obligations listed in Schedule A or the foreclose or take or prosecute any action in connection with any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the obligations listed in Schedule A; (vig) above shall be absolutethe unenforceability or invalidity of any or all of the obligations listed in Schedule A or of any instrument, unconditional and irrevocable and performed strictly document, or agreement evidencing, securing, or otherwise relating to any or all of the obligations listed in accordance with Schedule A; (h) any payment of AFC or any other party to any party is held to constitute a preference under applicable bankruptcy or insolvency law or if for any other reason any party is required to refund any payment or pay the terms of this Agreement irrespective of (A) amount thereof to someone else; (i) the invalidity settlement or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision compromise of any of the foregoing, obligations listed in Schedule A; (iij) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission non-perfection of any document, (B) the existence of security interest or lien securing any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case all of the obligations listed in Schedule A; (k) any impairment of any Revolving Lender, collateral security any or all of the obligations listed in Schedule A; (il) the failure of any condition precedent set forth party to sell any collateral securing any or all of the obligations listed in Section 3.2 to be satisfied Schedule A in a commercially reasonable manner or as otherwise required by law; (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iim) any adverse change in the condition corporate existence, structure, or ownership of AFC; or (financial or otherwise) of any Credit Party and (Dn) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), which might otherwise constitute a legal defense available to, or equitable discharge of any obligation of the Borrower AFC or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable lawAMP.

Obligations Absolute. The obligations obligation of the each Borrower to reimburse each Issuing Bank for each drawing under each Letter of Credit issued by it and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above repay each L/C Borrowing shall be absolute, unconditional and irrevocable irrevocable, and performed shall be paid strictly in accordance with the terms of this Agreement irrespective of (A) under all circumstances, including the following: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any such Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument)this Agreement, or any modification to any provision of any of the foregoing, other Loan Document; (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatementcounterclaim, recoupmentsetoff, defense or other right that the Company, the Original European Borrower, the Additional European Borrower or any Person (including any Credit Party) Subsidiary may have at any time against the any beneficiary or any transferee of any such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the applicable Issuing Bank or any other Person, whether in connection with any Loan Document this Agreement, the transactions contemplated hereby or by such Letter of Credit or any other Contractual Obligation agreement or transactioninstrument relating thereto, or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the existence transmission or otherwise of any other withholding, abatement document required in order to make a drawing under such Letter of Credit; (iv) any payment by such Issuing Bank under such Letter of Credit against presentation of a draft or reduction, (C) in certificate that does not strictly comply with the case terms of the obligations such Letter of Credit; or any Revolving Lender, (i) the failure payment made by such Issuing Bank under such Letter of Credit to any condition precedent set forth in Section 3.2 Person purporting to be satisfied (each a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of which conditions precedent the Revolving Lenders hereby irrevocably waive) creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (Dv) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that mightmight otherwise constitute a defense available to, but or a discharge of, the Company or any Subsidiary. Each Borrower shall promptly examine a copy of each Letter of Credit issued for the provisions account of this clause (vii)such Borrower and each amendment thereto that is delivered to it and, constitute a legal or equitable discharge in the event of any obligation claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will promptly notify the applicable Issuing Bank. A Borrower or any Revolving Lender hereunder. No provision hereof shall be conclusively deemed to waive or limit the Borrower’s right to seek repayment of have waived any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of such claim against the applicable L/C Reimbursement Agreement or applicable lawIssuing Bank and its correspondents unless such notice is given as aforesaid.

Obligations Absolute. The Borrowers’ obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above reimburse L/C Disbursements 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 (Aa) (i) the invalidity any lack of validity or unenforceability enforceability of any term this Agreement or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any term or provision of any of the foregoingherein or therein, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (Bb) the existence of any setoff, claim, abatementcounterclaim, recoupmentsetoff, defense or other right that any Person (including Borrower or any Credit Party) Subsidiary may have at any time against the any beneficiary or any transferee of any such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any Issuing Bank or any other Person, whether in connection with any Loan Document this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction, (c) any draft, demand, certificate or other Contractual Obligation document presented under a Letter of Credit proving to be forged, fraudulent or transactioninvalid in any respect or any statement in such draft or other document being untrue or inaccurate in any respect, (d) waiver by any Issuing Bank of any requirement that exists for such Issuing Bank’s protection and not the protection of the Borrowers or any waiver by such Issuing Bank which does not in fact materially prejudice the Borrowers, (e) payment by the respective Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, or any payment made by any Issuing Bank under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (f) honor of a demand for payment presented electronically even if such Letter of Credit required that demand be in the form of a draft; (g) any payment made by any Issuing Bank in respect of an otherwise complying item presented after the date specified as the expiration date of, or the existence date by which documents must be received under such Letter of any other withholdingCredit if presentation after such date is authorized by the UCC, abatement the ISP or reductionUCP, (C) in the case of the obligations of any Revolving Lenderas applicable, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iih) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ obligations hereunder. The Borrower Agent shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any obligation claim of noncompliance with the Borrower Agent’s instructions or any Revolving Lender hereunderother irregularity, the Borrower Agent will immediately notify the applicable Issuing Bank. No provision hereof The Borrowers shall be conclusively deemed to waive or limit the Borrower’s right to seek repayment of have waived any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of such claim against the applicable L/C Reimbursement Agreement or applicable lawIssuing Bank and its correspondents unless such notice is given as aforesaid.

Obligations Absolute. The obligation of the Borrower to reimburse the applicable Issuing Bank for drawings honored under the Letters of Credit issued by it and the obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (vLenders under Section 2.3(e) and (vi) above shall be absolute, unconditional and irrevocable and shall be paid and performed strictly in accordance with the terms of this Agreement irrespective of (A) hereof under all circumstances, notwithstanding (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) the existence of any claim, set-off, defense or other right that the Borrower or any Lender may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the applicable Issuing Bank, any Lender or any other Person or, in the case of any Lender, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or any of its Subsidiaries and the beneficiary for which any Letter of Credit was procured), (iii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect, (iv) payment by the applicable Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document that does not substantially comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any documentCredit, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iiv) any adverse change in the business, results of operations, assets, liabilities or condition (financial or otherwise) of Holdings or any Credit Party and Subsidiary, (Dvi) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender breach hereof or any other Person Credit Document by any party thereto, (vii) the fact that a Default or an Event of Default shall have occurred and be continuing or (viii) any other event or circumstance condition whatsoever, whether or not similar to any of the foregoing; provided, in each case, that might, but for honoring of a drawing by the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer applicable Issuing Bank under the terms applicable Letter of the applicable L/C Reimbursement Agreement Credit shall not have constituted gross negligence or applicable lawwillful misconduct of such Issuing Bank, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

Obligations Absolute. The obligations of the Borrower and the Revolving Lenders, Borrowers’ obligation to reimburse LC Disbursements as applicable, pursuant to clauses (iv), (v) and (vi) above provided in this Section 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a other Letter of Credit, Credit Document or any Loan Document (including the sufficiency of any such instrument)Document, or any modification to any term or provision of any of the foregoingtherein, (ii) any draft or other document presented under a Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect, or failing any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit, (iii) payment by Issuing Lender under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, or any payment by Issuing Lender under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver, receiver and manager, monitor or (iii) other representative of or successor to any loss beneficiary or delayany transferee of such Letter of Credit, including any arising in the transmission of connection with any documentproceeding under any Debtor Relief Law, (Biv) the existence of any setoff, claim, abatementcounterclaim, recoupmentset-off, defense or other right that Borrowers or any Person (including any Credit Party) Subsidiary may have at any time against the any beneficiary or any transferee of any such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), Issuing Lender or any other Person, whether in connection with any Loan Document this Agreement, the transactions contemplated hereby or by such Letter of Credit or any other Contractual Obligation agreement or instrument relating thereto, or any unrelated transaction, or the existence of any other withholding, abatement or reduction, (Cv) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section, constitute a legal or equitable discharge of or defense to Borrowers’ obligations hereunder, (vi) any obligation amendment or waiver of or consent to any departure from any or all of the Borrower Loan Documents, (vii) any improper use which may be made of any Letter of Credit or any Revolving Lender hereunder. No provision hereof shall be deemed to waive improper acts or limit the Borrower’s right to seek repayment omissions of any payment beneficiary or transferee of any L/C Reimbursement Obligations from Letter of Credit in connection therewith, (viii) the L/C Issuer under existence of any claim, set-off, defense or any right which any Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or Persons for whom any such beneficiary or any such transferee may be acting), any Lender or any other Person, whether in connection with any Letter of Credit, any transaction contemplated by any Letter of Credit, this Agreement, or any other Loan Document, or any unrelated transaction, (ix) the terms insolvency of any Person issuing any documents in connection with any Letter of Credit, (x) any breach of any agreement between any Borrower and any beneficiary or transferee of any Letter of Credit, (xi) any irregularity in the transaction with respect to which any Letter of Credit is issued, including any fraud by the beneficiary or any transferee of such Letter of Credit, (xii) any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, wireless, or otherwise, whether or not they are in code, (xiii) any act, error, neglect or default, omission, insolvency, or failure of business of any of the applicable L/C Reimbursement correspondents of Issuing Lender, (xiv) any adverse change in the relevant exchange rates or in the availability of the relevant Other Currency to Borrowers or any Subsidiary or in the relevant currency markets generally, and (xv) any other circumstances arising from causes beyond the control of Issuing Lender. Nothing in this Agreement or applicable lawshall impact the rights of any Obligor to bring action against the beneficiary of any Letter of Credit.

Obligations Absolute. The obligations of Each Subsidiary guarantees that the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above shall Guaranteed Obligations will be absolute, unconditional and irrevocable and performed paid strictly in accordance with the terms of this Agreement Agreement, the Notes and the other Loan Documents, regardless of any Law or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender with respect thereto. The obligations of each Subsidiary under this Section 2.07 are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Subsidiary to enforce such obligations, irrespective of (A) whether any action is brought against Borrower or any Subsidiary, or whether any such Person is joined in any such action or actions. The liability of each Subsidiary under this Section 2.07 constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and each Subsidiary hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (i) the invalidity or unenforceability any lack of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision validity of any of the foregoing, Loan Documents; (ii) any document presented under a Letter change in the time, manner or place of Credit being forgedpayment of, fraudulent, invalid, insufficient or inaccurate in any respect other term of, all or failing any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to comply with departure from the terms Loan Documents, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of such Letter of Credit additional credit to Borrower or otherwise; (iii) any loss taking, exchange, release, subordination or delay, including in the transmission non-perfection of any documentCollateral, or any taking, release or amendment or waiver of or consent to departure from any Guaranteed Obligations; (Bd) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit Borrower or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) Subsidiary; or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (De) any other act or omission to act or delay of any kind of L/C Issuercircumstance (including, Agentwithout limitation, any Lender statute of limitations) or any other Person existence of or reliance on any other event or circumstance whatsoever, whether or not similar to any of representation by the foregoing, Lender that might, but for the provisions of this clause (vii), might otherwise constitute a legal defense available to, or equitable a discharge of any obligation of of, the Borrower or any Revolving Lender hereunderof its Subsidiaries. No provision hereof The terms of this Section 2.07 shall continue to be deemed to waive effective or limit be reinstated, as the Borrower’s right to seek repayment of case may be, if at any time any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement Guaranteed Obligations is rescinded or applicable lawmust otherwise be returned by the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of Borrower or any Subsidiary or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Obligations Absolute. The obligations of the Borrower to the Lenders under this Agreement with respect to Facility Letters of Credit (and of the Revolving Lenders, as applicable, pursuant Lenders to clauses (iv), (vmake payments to the Issuing Bank with respect to Facility Letters of Credit) and (vi) above shall be absolute, unconditional and irrevocable irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement irrespective of (A) Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances: (i) any lack of validity or enforceability of this Agreement, any Facility Letter of Credit or any of the invalidity or unenforceability other Loan Documents; (ii) any improper use which may be made of any term Facility Letter of Credit or provision any improper acts or omissions of any beneficiary or transferee of any Facility Letter of Credit in connection therewith; (iii) the existence of any claim, set-off, defense or any right which the Borrower or any of its Subsidiaries or Affiliates may have at any time against any beneficiary or any transferee of any Facility Letter of Credit (or persons or entities for whom any such beneficiary or any such transferee may be acting) or the Lenders (other than the defense of payment to the Lenders in accordance with the terms of this Agreement) or any other person, whether in connection with any Facility Letter of Credit, any document transferring or purporting to transfer a Letter of Creditthis Agreement, any other Loan Document (including the sufficiency of any such instrument)Document, or any modification to any provision of any of the foregoing, unrelated transaction; (iiiv) any document draft, demand, certificate, statement or any other documents presented under a any Facility Letter of Credit being proving to be insufficient, forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (v) any breach of any agreement between the Borrower or failing any of its Subsidiaries or Affiliates and any beneficiary or transferee of any Facility Letter of Credit; (vi) any irregularity in the transaction with respect to which any Facility Letter of Credit is issued, including any fraud by the beneficiary or any transferee of such Facility Letter of Credit; (vii) payment by the Issuing Bank under any Facility Letter of Credit against presentation of a sight draft, demand, certificate or other document which does not comply with the terms of such Facility Letter of Credit, provided that such payment shall not have constituted gross negligence or willful misconduct on the part of the Issuing Bank as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal periods; (viii) any non-application or misapplication by the beneficiary of a Letter of Credit or of the proceeds of such Facility Letter of Credit; (iii) any loss or delay, including in the transmission of any document, (Bix) the existence legality, validity, form, regularity or enforceability of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Facility Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, Credit; (C) in the case of the obligations of any Revolving Lender, (ix) the failure of any condition precedent set forth payment by the Issuing Bank to conform to the terms of a Facility Letter of Credit (if, in Section 3.2 the Issuing Bank’s good faith judgment, such payment is determined to be satisfied appropriate); (each of which conditions precedent xi) the Revolving Lenders hereby irrevocably waive) surrender or (ii) any adverse change in the condition (financial or otherwise) impairment of any Credit Party security for the performance or observance of any of the terms of any of the Loan Documents; (xii) the occurrence of any Default or Unmatured Default; and (Dxiii) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.

Obligations Absolute. The obligations liability of each Borrower to the Agent and the Lenders hereunder shall not be affected or impaired by any of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) following: (i) the invalidity validity or unenforceability enforceability of the Obligations or any part thereof, or of any term Note or provision other instrument or document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect the Obligations from a Borrower or any guarantor or other Person liable in respect of any Letter Obligations or other action to enforce the same, (iii) any acceptance of Creditcollateral security, guarantors, accommodation parties or sureties for any or all Obligations; (iv) one or more extensions or renewals of Obligations (whether or not for longer than the original period) or any modification of the interest rates, fees, maturities or principal amount of, or other contractual terms applicable to any Obligations; (v) any waiver or indulgence granted to a Borrower, any document transferring delay or purporting to transfer a Letter lack of Credit, any Loan Document (including diligence in the sufficiency enforcement of any such instrument)Obligations, or any modification failure to institute proceedings, file a claim, give any provision required notices or otherwise protect any Obligations; (vi) any full or partial release of, compromise or settlement with, or agreement not to xxx a Borrower or any guarantor or other Person liable in respect of any Obligations; (vii) any release, surrender, cancellation or other discharge of any evidence of any of the foregoingObligations or the acceptance of any instrument in renewal or substitution therefore; (viii) any failure to obtain collateral security (including rights of setoff) for any of the Obligations, or to obtain or maintain the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; (ix) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or realization on, any collateral security; (x) any assignment, pledge or other transfer of any of the Obligations or any evidence thereof; (xi) any manner, order or method of application of any payments or credits upon any of the Obligations; (xii) the Lenders' election, in any case or proceedings under the Bankruptcy Code of the application of Section 1111(b)(2) thereof, (xiii) any borrowing or grant of a Lien by a Borrower as debtor in possession under Section 364 of the Bankruptcy Code and (xiv) the disallowance under the Bankruptcy Code of all or any portion of the Agent's or any Lender's claim for repayment of the Obligations. Each Borrower hereby waives any and all legal and equitable defenses and discharges available to a surety, guarantor, or accommodation co-obligor. Each Borrower hereby assumes responsibility for keeping itself informed of the financial condition of the other Borrower, and any and all endorsers and other guarantors of any agreement, instrument or document evidencing or securing all or any part of the Obligations and of all other circumstances bearing upon the risk of nonpayment of the Obligations or any part thereof that diligent inquiry would reveal, and each Borrower hereby agrees that the Agent and the Lenders shall have no duty to advise such Borrower of information known to such Person regarding such condition or any such circumstances. Each Borrower hereby acknowledges familiarity with the other Borrower's financial condition and has not relied on any statements by the Agent or any Lender in obtaining such information. In the event the Agent or any Lender, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, the Lender shall not be under any obligation (i) to undertake any investigation with respect thereto, (ii) to disclose any document presented under a Letter of Credit being forgedinformation which, fraudulentpursuant to accepted or reasonable credit practices, invalid, insufficient or inaccurate in any respect or failing such Person wishes to comply with the terms of such Letter of Credit maintain confidential or (iii) to make any loss other or delayfuture disclosures of such information, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Personinformation, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the such Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.

Obligations Absolute. The obligations of the Borrower and the Revolving Lenders, as applicable, Lenders pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) except if a Non-Issuance Notice is in effect and the conditions precedent specified therein have not been satisfied or waived at the time the applicable Letter of Credit was issued, the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, the Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law. Nothing herein shall excuse any L/C Issuer for liability to the extent such liability has resulted from the gross negligence, bad faith or willful misconduct of such L/C Issuer, in each case as determined by a court of competent jurisdiction in a final non-appealable judgment or order.

Obligations Absolute. The Borrowers’ obligations to reimburse LC Disbursements as provided in paragraph (f) of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above this Section 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of any Letter of Credit or this Agreement, or any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoingtherein, (ii) any draft or other document presented under a Letter of Credit being proving to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or failing to other document that does not comply strictly with the terms of such Letter of Credit or (iii) any loss or delay, including so long as it complies in the transmission of any documentall material respects, (Biv) the existence of any setoff, claim, abatement, recoupmentset-off, defense or other right that which any Person (including Borrower or any Credit Party) Subsidiary may have at any time against the beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Issuing Bank, any Lender, any other Person, whether in connection with this Agreement, any Loan Document Letter of Credit, the transactions contemplated herein or any other Contractual Obligation unrelated transaction (including any underlying transactions between any Borrower, any Subsidiary and the beneficiary named in any Letter of Credit), (v) the occurrence of any Event of Default or transactionDefault, or the existence of any other withholding, abatement or reduction, (Cvi) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section, constitute a legal or equitable discharge of, or provide a right of setoff against, a Borrower’s obligations hereunder. As among any Borrower, the Issuing Bank and the Lenders, such Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of the Letters of Credit requested by it. In furtherance and not in limitation of the foregoing, the Issuing Bank and the Lenders shall not be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any obligation document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respect invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit so long as such beneficiary is in material compliance with such conditions; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise; (v) errors in interpretation of technical terms; (vi) misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (vii) any consequences arising from causes beyond the control of the Issuing Bank or the Lenders. In addition to amounts payable as elsewhere provided in this Section 2.4, Borrowers hereby agree to protect, indemnify, pay and save the Administrative Agent, the Issuing Bank and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, posts, charges and expenses (including reasonable attorneys’ fees) arising from the claims of third parties against the Administrative Agent or the Issuing Bank in respect of any Letter of Credit requested by the Company for itself or for any other Borrower. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Bank or any Lender under or in connection with the Letters of Credit or any related certificates, if taken or omitted in good faith, shall not put the Issuing Bank, the Administrative Agent or such Lender under any resulting liability to the Borrowers or relieve Borrowers of any of their obligations hereunder to the Issuing Bank, the Administrative Agent or any Lender. Notwithstanding anything to the contrary contained in this Section 2.4(g), Borrowers shall not have any obligations to indemnify the Issuing Bank under this Section 2.4(g) in respect of any liability incurred by the Issuing Bank that is found in a final judgment by a court of competent jurisdiction to have resulted primarily from the Issuing Bank’s own gross negligence or willful misconduct, unless such action or inaction on the part of the Issuing Bank which gave rise to the liability was taken at the request of a Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Company on a Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations behalf or from the L/C Issuer under wrongful failure to pay the terms Letter of the applicable L/C Reimbursement Agreement or applicable lawCredit except if pursuant to an order from a Governmental Authority (even if such order is later invalidated).

Obligations Absolute. The obligations obligation of the Borrower to reimburse each Letter of Credit Issuer for each drawing under each Letter of Credit, and the Revolving Lendersto repay each Letter of Credit Borrowing and each drawing under a Letter of Credit that is refinanced by an Advance, as applicable, pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional unconditional, and irrevocable irrevocable, and performed shall be paid strictly in accordance with the terms of this Agreement irrespective of (A) under all circumstances, including the following: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any such Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument)this Agreement, or any modification to any provision of any of the foregoing, other agreement or instrument relating hereto or thereto; (ii) the existence of any document presented under a Letter of Credit being forgedclaim, fraudulentcounterclaim, invalidset-off, insufficient defense, or inaccurate in other right that Borrower may have at any respect time against any beneficiary or failing to comply with the terms any transferee of such Letter of Credit (or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including for whom any Credit Party) such beneficiary or any such transferee may have against the beneficiary of be acting), any Letter of Credit Issuer, or any other Person, whether in connection with any Loan Document this Agreement, the transactions contemplated hereby or by such Letter of Credit or any other Contractual Obligation agreement or transactioninstrument relating hereto or thereto, or any unrelated transaction; (iii) any draft, demand, certificate, or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the existence transmission or otherwise of any other withholding, abatement document required in order to make a drawing under such Letter of Credit; (iv) any payment by any Letter of Credit Issuer under such Letter of Credit against presentation of a draft or reduction, (C) in certificate that does not strictly comply with the case terms of the obligations such Letter of Credit; or any Revolving Lender, (i) the failure payment made by any Letter of Credit Issuer under such Letter of Credit to any condition precedent set forth in Section 3.2 Person purporting to be satisfied (each a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of which conditions precedent the Revolving Lenders hereby irrevocably waive) creditors, liquidator, receiver, or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (Dv) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might, but for the provisions of this clause (vii), might otherwise constitute a legal defense available to, or equitable a discharge of, Borrower. Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any obligation claim of noncompliance with Borrower’s instructions or other irregularity, Borrower will as soon as practicable notify the applicable Letter of Credit Issuer. Borrower or any Revolving Lender hereunder. No provision hereof shall be conclusively deemed to waive or limit the Borrower’s right to seek repayment of have waived any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of such claim against the applicable L/C Reimbursement Agreement or applicable lawLetter of Credit Issuer and its correspondents unless such notice is given as aforesaid.

Obligations Absolute. The obligations Lufkin’s obligation to reimburse LC Disbursements as provided in paragraph (e) of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above this Section shall be absolute, unconditional and irrevocable irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and each applicable Letter of Credit Agreement under any and all circumstances whatsoever and irrespective of (A) (i) the invalidity any lack of validity or unenforceability enforceability of any Letter of Credit or this Agreement, or any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoingtherein, (ii) payment against presentation of any draft or other document presented under a Letter of Credit being that proves to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, or failing which is signed, issued or presented by a Person (or a transferee of such Person) purporting to comply with be a successor or transferee of the terms beneficiary of such Letter of Credit or Credit, (iii) payment by the Issuing Bank or any loss of its branches or delay, including in Affiliates being the transmission beneficiary of any document, Letter of Credit; (Biv) any correspondent of the Issuing Bank with respect to a Letter of Credit honoring a drawing under any drawing document up to the amount available under any Letter of Credit even if such drawing document claims an amount in excess of the amount available under such Letter of Credit; (v) the existence of any setoff, claim, abatement, recoupmentset-off, defense or other right that Lufkin or any other Person (including any Credit Party) may have at any time against any beneficiary, any assignee of proceeds, the beneficiary of any Letter of Credit Issuing Bank or any other Person, whether in connection with any Loan Document ; (vi) the Issuing Bank’s or any other Contractual Obligation correspondent’s having previously paid against fraudulently signed or transactionpresented drawing documents (whether or not Lufkin reimbursed the Issuing Bank for such drawing), (vii) the surrender or the existence impairment of any other withholding, abatement security for the performance or reduction, (C) in the case observance of any of the obligations terms of any Revolving Lender, (i) of the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) Loan Documents; or (iiviii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section, constitute a legal or equitable discharge of, or provide a right of setoff against, Lufkin’s obligations hereunder. Neither the Administrative Agent, the Revolving Lenders or the Issuing Bank nor any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any obligation Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the Borrower circumstances referred to in the preceding sentence), or any Revolving Lender hereundererror, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to Lufkin to the extent of any direct damages (as opposed to consequential or special, indirect, punitive or exemplary damages, claims in respect of which are hereby waived by Lufkin to the extent permitted by applicable law) suffered by Lufkin that are caused by the Issuing Bank’s failure to exercise care, or for gross negligence or willful misconduct, when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. No provision hereof The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to waive or limit have exercised care in each such determination. In furtherance of the Borrower’s right foregoing and without limiting the generality thereof, the parties agree that, with respect to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable L/C Reimbursement Agreement Issuing Bank may, in its sole discretion (but without any obligation to do so), either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or applicable lawinformation 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.

Obligations Absolute. The obligations of the Borrower Company under this Agreement and any L/C-Related Document to reimburse the Issuing Bank for a drawing under a Letter of Credit, and to repay any L/C Borrowing and any drawing under a Letter of Credit converted into Revolving LendersLoans, as applicable, pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable irrevocable, and performed shall be paid strictly in accordance with the terms of this Agreement irrespective of (A) and each such other L/C-Related Document under all circumstances, including the following: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), this Agreement or any modification to any provision of any of the foregoing, L/C-Related Document; (ii) any document presented under a Letter change in the time, manner or place of Credit being forgedpayment of, fraudulent, invalid, insufficient or inaccurate in any other term of, all or any of the obligations of the Company in respect or failing to comply with the terms of such any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the L/C-Related Documents; (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupmentset-off, defense or other right that any Person (including any Credit Party) the Company may have at any time against the any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Issuing Bank or any other Person, whether in connection with any Loan Document this Agreement, the transactions contemplated hereby or by the L/C-Related Documents or any unrelated transaction; (iv) any draft, demand, certificate or other Contractual Obligation document presented under any Letter of Credit proving to be forged, fraudulent, invalid or transactioninsufficient 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 any Letter of Credit; (v) any payment by the Issuing Bank under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of any Letter of Credit; or any payment made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any Insolvency Proceeding; (vi) any exchange, release or non-perfection of any collateral, or the existence any release or amendment or waiver of or consent to departure from any other withholdingguarantee, abatement for all or reduction, (C) in the case any of the obligations of any Revolving Lender, (i) the failure Company in respect of any condition precedent set forth in Section 3.2 to be satisfied (each Letter of which conditions precedent the Revolving Lenders hereby irrevocably waive) Credit; or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (Dvii) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might, but for the provisions of this clause (vii), might otherwise constitute a legal defense available to, or equitable a discharge of any obligation of of, the Borrower Company or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable lawa guarantor.

Obligations Absolute. The obligations Each Borrower hereby waives, for the benefit of the Borrower and the Revolving LendersBeneficiaries: (a) any right to require any Beneficiary, as applicablea condition of payment or performance by such Borrower, pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of proceed against any term or provision in any Letter of Creditother Borrower, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person guarantor (including any Credit Partyother Guarantor) may have against of the beneficiary of any Letter of Credit Guaranteed Obligations or any other Person, whether in connection with (ii) proceed against or exhaust any Loan Document security held from any other Borrower, any guarantor or any other Contractual Obligation Person, (iii) proceed against or transaction, have resort to any balance of any Deposit Account or credit on the existence books of any Beneficiary in favor of any other withholdingBorrower or any other Person, abatement or reduction, (Civ) pursue any other remedy in the case power of any Beneficiary whatsoever; (b) any defense arising by reason of the obligations incapacity, lack of authority or any disability or other defense of any Revolving Lenderother Borrower or any Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any other Borrower or any Guarantor from any cause other than payment in full of the Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (i) the failure any principles or provisions of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial law, statutory or otherwise) of , which are or might be in conflict with the terms hereof and any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of such Borrower’s obligations hereunder, (ii) the benefit of any obligation statute of limitations affecting such Borrower’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, notices of any renewal, extension or modification of the Borrower Obligations or any Revolving Lender hereunder. No provision hereof shall agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 7.5 and any right to consent to any thereof; and (g) any defenses or benefits that may be deemed to waive derived from or afforded by law which limit the Borrower’s right to seek repayment liability of any payment of any L/C Reimbursement Obligations from the L/C Issuer under or exonerate guarantors or sureties, or which may conflict with the terms of the applicable L/C Reimbursement Agreement or applicable lawhereof.

Obligations Absolute. The Borrower's obligations of the Borrower and the Revolving Lenders, to reimburse L/C Disbursements as applicable, pursuant to clauses provided in paragraph (iv), (v) and (vie) above shall be absolute, unconditional and irrevocable irrevocable, and shall be performed strictly in accordance with the terms of this Agreement Agreement, under any and all circumstances whatsoever, and irrespective of (A) of: (i) the invalidity any lack of validity or unenforceability enforceability of any Letter of Credit or any Loan Document, or any term or provision in therein; (ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document; (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the applicable Issuing Bank, the Administrative Agent or any document transferring Lender or purporting to transfer a Letter of Creditany other person, whether in connection with this Agreement, any other Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, other related or unrelated agreement or transaction; (iiiv) any draft or other document presented under a Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (v) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or failing to other document that does not comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party Credit; and (Dvi) any other act or omission to act or delay of any kind of L/C Issuerthe applicable Issuing Bank, Agentthe Lenders, any Lender the Administrative Agent or any other Person person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section 2.22, constitute a legal or equitable discharge of any the Borrower's obligations hereunder. Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed hereunder to waive or limit the Borrower’s right to seek repayment of any payment of any reimburse L/C Reimbursement Obligations from Disbursements will not be excused by the L/C Issuer under the terms gross negligence or wilful misconduct of the applicable L/C Reimbursement Agreement or Issuing Bank. However, the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law.) suffered by the Borrower that are caused by such Issuing Bank's gross negligence or wilful misconduct or failure to examine drafts and other documents presented under a Letter of Credit to determine whether such drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that any Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) any Issuing Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the applicable Issuing Bank. (g)

Obligations Absolute. The Borrower’s obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above under this Section 3 shall be absolute, absolute and unconditional under any and irrevocable all circumstances and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity any setoff, counterclaim or unenforceability of defense to payment that such Borrower may have or have had against any term or provision in any Letter of CreditIssuing Lender, any document transferring beneficiary or purporting to transfer a Letter transferee of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged(or any Person for whom any such beneficiary or any such transferee may be acting) or any other Person, fraudulentwhether in connection with this Agreement, invalid, insufficient the transactions contemplated hereby or inaccurate in any respect or failing to comply with the terms of by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; (ii) the enforceability, validity or genuineness of documents (including any draft, demand, certificate or other document presented under any Letter of Credit) or of any endorsements thereon, even though such documents shall in fact prove to be unenforceable, invalid, insufficient, fraudulent or forged, 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; (iii) any loss dispute between or delay, including in among the transmission of Borrower and any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Personparty to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee; (iv) any payment by the applicable Issuing Lender under such Letter of Credit against presentation of a draft or certificate that does not comply strictly with the terms of such Letter of Credit; or any payment made by the applicable Issuing Lender under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, whether debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including arising in connection with any Loan Document proceeding under any Debtor Relief Laws; (v) any exchange, release or nonperfection of any collateral, or any other Contractual Obligation release or transactionamendment or waiver of or consent to departure from any guarantee, for all or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations Obligations of any Revolving Lender, (i) the failure Borrower in respect of any condition precedent set forth in Section 3.2 to be satisfied (each such Letter of which conditions precedent the Revolving Lenders hereby irrevocably waive) Credit; or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (Dvi) any other act events or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance circumstances whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might, but for the provisions of this clause (vii), might otherwise constitute a legal defense available to, or equitable a discharge of, the Borrower. The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any obligation claim of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit noncompliance with the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from instructions or other irregularity, the L/C Issuer under the terms of Borrower will promptly notify the applicable L/C Reimbursement Agreement or applicable lawIssuing Lender. The Borrower shall be conclusively deemed to have waived any such claim against any Issuing Lender and its correspondents unless such notice is given as aforesaid.

Obligations Absolute. The obligation of Company to reimburse Issuing Bank for drawings honored under the Letters of Credit or Hedge Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (vLenders under Section 2.4(e) and (vi) above shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring Credit or purporting to transfer a Hedge Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, ; (ii) the existence of any claim, set-off, defense or other right which Company or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit or Hedge Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender or any other Person or, in the case of a Lender, against Company, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Company or one of its Subsidiaries and the beneficiary for which any Letter of Credit or Hedge Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being or Hedge Letter of Credit proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by Issuing Bank under any Letter of Credit or failing to Hedge Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Hedge Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, Credit; (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iiv) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Subsidiaries; (vi) any breach hereof or any other Credit Party and Document by any party thereto; (Dvii) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer by Issuing Bank under the terms applicable Letter of Credit or Hedge Letter of Credit shall not have constituted gross negligence or willful misconduct of Issuing Bank under the applicable L/C Reimbursement Agreement or applicable lawcircumstances in question.

Obligations Absolute. The Account Parties’ joint and several obligations to reimburse LC Disbursements in respect of the Borrower and the Revolving Lenders, any Non-Syndicated Letter of Credit as applicable, pursuant to clauses provided in paragraph (iv), (vg) and (vi) above of this Section 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of any Non-Syndicated Letter of Credit, or any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoingtherein, (ii) any draft or other document presented under a Non-Syndicated Letter of Credit being proving to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, (iii) payment by the Issuing Lender under a Non-Syndicated Letter of Credit against presentation of a draft or failing to other document that does not comply strictly with the terms of such Non-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 Non-Syndicated Letter of Credit), (iiiiv) at any time or from time to time, without notice to any Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any other Account Party being waived, extended or renewed, (v) any loss or delay, including in the transmission of such reimbursement obligations of any documentother Account Party being amended or otherwise modified in any respect, or any guarantee of any of such reimbursement obligations being released, substituted or exchanged in whole or in part or otherwise dealt with, (Bvi) the occurrence of any Default, (vii) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case proceedings of the obligations of any Revolving Lender, type described in clause (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waiveg) or (iih) of Article VIII with respect to any other Account Party or any guarantor of any of such reimbursement obligations, (viii) any adverse change in the condition (financial lack of validity or otherwise) enforceability of any Credit Party and (D) of such reimbursement obligations against any other act Account Party or omission to act or delay any guarantor of any kind of L/C Issuersuch reimbursement obligations, Agent, any Lender or any other Person or (ix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section, constitute a legal or equitable discharge of the obligations of any obligation Account Party hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Lender, nor any of their respective Related Parties, shall have any liability or responsibility by reason of or in connection with the payment or failure to make any payment under a Non-Syndicated Letter of Credit (irrespective of any of the Borrower circumstances referred to in the preceding sentence) as a result of determining whether drafts or other documents presented under a Non-Syndicated Letter of Credit comply with the terms thereof, or any Revolving Lender hereunder. No provision hereof shall be deemed to waive error, omission, interruption, loss or limit the Borrower’s right to seek repayment delay in transmission or delivery of any payment draft, notice or other communication under or relating to any Non-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 the control of an Issuing Lender; provided that the foregoing shall not be construed to excuse the Administrative Agent or a Lender from liability to the Account Parties to the extent of any L/C Reimbursement Obligations from direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the L/C Issuer Account Parties to the extent permitted by applicable law) suffered by the Account Parties that are caused by the gross negligence or willful misconduct of the Administrative Agent or a Lender when determining whether drafts and other documents presented under a Non-Syndicated Letter of Credit comply with the terms of the applicable L/C Reimbursement Agreement or applicable law.thereof. The parties hereto expressly agree that:

Obligations Absolute. The obligations Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above shall be this Section 2.05 is 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, this Agreement or any document transferring or purporting to transfer a Letter of Credit, any other Loan Document (including the sufficiency of any such instrument)Document, or any modification to any term or provision of any of the foregoingherein or therein, (ii) any exchange, change, waiver or release of any Collateral for, or any other Person's guarantee of or other liability for, any of the Secured Obligations, (iii) the existence of any claim, set-off, defense or other right which Holdings, the Borrower, any Subsidiary or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), any Issuing Bank, any Lender or any other Person or, in the case of a Lender, against the Borrower or any other Loan Party, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one or more of its Subsidiaries and the beneficiary for which any Letter of Credit was procured), (iv) any draft or other document presented under a Letter of Credit being proving to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, (v) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or failing to other document that does not comply strictly with the terms of such Letter of Credit (provided that the Borrower shall not be obligated to reimburse such LC Disbursements unless payment is made against presentation of a draft or (iii) any loss or delay, including in other document that at least substantially complies with the transmission terms of any documentsuch Letter of Credit), (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iivi) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any Credit Party and of its Subsidiaries, (Dvii) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender breach hereof or any other Person Loan Document by any party hereto or thereto, (viii) the fact that a Default or an Event of Default shall have occurred and be continuing, or (ix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section 2.05, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. As between the Borrower and each Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by an Issuing Bank and the proceeds thereof, by the respective beneficiaries of such Letters of Credit or any assignees or transferees thereof. In furtherance and not in limitation of the foregoing, none of the Administrative Agent, the Lenders, the Issuing Banks or any of their Related Parties shall have any liability or responsibility for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any obligation document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged other than to confirm such documents comply with the terms of such Letter of Credit; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) its honor of any presentation under a Letter of Credit that appears on its face to substantially comply with the terms and conditions of such Letter of Credit; (v) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder); (vi) errors in interpretation of technical terms; (vii) any loss or delay in the transmission of any document required in order to make a drawing under any such Letter of Credit; (viii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (ix) any consequences arising from causes beyond the control of an Issuing Bank, including any act by a Governmental Authority and fluctuation in currency exchange rates. None of the above shall affect or impair, or prevent the vesting of, any of an Issuing Bank’s rights or powers hereunder or place an Issuing Bank under any liability to the Borrower or any Revolving Lender hereunderother Person. No provision hereof Notwithstanding the foregoing, none of the above shall be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential, incidental, exemplary or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by Requirements of Law) suffered by the Borrower that are caused by such Issuing Bank’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, nonappealable judgment) when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if (notwithstanding the appearance of substantial compliance) such documents are not in strict compliance with the terms of such Letter of Credit, and any such acceptance or refusal shall be deemed not to waive constitute gross negligence or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable lawwillful misconduct.

Obligations Absolute. The obligation of the Company to reimburse the Issuing Bank for drawings honored under the Letters of Credit issued by it and the obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above Issuing Bank hereunder shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, ; (ii) the existence of any claim, set-off, defense or other right which the Company or the Issuing Bank may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Bank or any other Person or, in the case of the Issuing Bank, against the Company, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Company or any of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by the Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document which does not substantially comply with the terms of such Letter of Credit or Credit; (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iiv) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Company or any Credit Party and of its Subsidiaries; (Dvi) any breach hereof or any other Financing Agreements by any party thereto; (vii) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, that mightpayment by the Issuing Bank under the applicable Letter of Credit shall not have constituted bad faith, but for the provisions of this clause (vii), constitute a legal gross negligence or equitable discharge of any obligation willful misconduct of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer Issuing Bank under the terms of the applicable L/C Reimbursement Agreement or applicable lawcircumstances in question.

Obligations Absolute. The obligations obligation of (i) the U.S. Borrower to reimburse the Issuing Bank for drawings honored under the U.S. Letters of Credit issued by it and the to repay any U.S. Revolving Lenders, Loans and/or U.S. Multicurrency Revolving Loans (as applicable, ) made by Lenders pursuant to clauses (ivSection 2.04(d), (vii) the Foreign Borrower to reimburse the Issuing Bank for drawings honored under the Foreign Letters of Credit issued by it to the Foreign Borrower and to repay any Foreign Revolving Loans made by Lenders pursuant to Section 2.04(d) and (viiii) above the Lenders under Section 2.04(e), in each case shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective the following circumstances: (a) any lack of (A) (i) the invalidity validity or unenforceability enforceability of any term or provision in any Letter of Credit; (b) the existence of any claim, set-off, defense or other right which any document transferring Borrower or purporting to transfer any Lender may have at any time against a beneficiary or any transferee of any Letter of CreditCredit (or any Persons for whom any such transferee may be acting), the Issuing Bank, Lender or any Loan Document other Person or, in the case of a Lender, against any Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Borrower or one of its Subsidiaries and the sufficiency beneficiary for which any Letter of any such instrumentCredit was procured), or any modification to any provision of any of the foregoing, ; (iic) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (d) payment by the Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document which does not substantially comply with the terms of such Letter of Credit or Credit; (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iie) any adverse change in the business, general affairs, assets, liabilities, operations, management, condition (financial or otherwise) ), stockholders’ equity, results of operations or value of any Credit Party Loan Party; (f) any breach hereof or any other Loan Document by any party thereto; (g) the fact that an Event of Default or a Default shall have occurred and be continuing; or (Dh) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.

Obligations Absolute. The obligations Each Account Party's obligation to reimburse LC Disbursements in respect of the Borrower and the Revolving Lenders, any Participated Letter of Credit issued for its account as applicable, pursuant to clauses provided in paragraph (iv), (vf) and (vi) above of this Section 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of any Participated Letter of Credit, or any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoingtherein, (ii) any draft or other document presented under a Participated Letter of Credit being proving to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, (iii) payment by the Issuing Lender under a Participated Letter of Credit against presentation of a draft or failing to other document that does not comply strictly with the terms of such Participated Letter of Credit (PROVIDED that no Account Party shall be obligated to reimburse such LC Disbursements unless payment is made against presentation of a draft or other document that at least substantially complies with the terms of such Participated Letter of Credit), (iiiiv) at any time or from time to time without notice to any Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any other Account Party shall be waived, extended or renewed, (v) any loss or delay, including in the transmission of such reimbursement obligations of any documentother Account Party shall be amended or otherwise modified in any respect, or any guarantee of any of such reimbursement obligations shall be released, substituted or exchanged in whole or in part or otherwise dealt with, (Bvi) the occurrence of any Default, (vii) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case proceedings of the obligations of any Revolving Lender, type described in clause (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waiveg) or (iih) of Article VII with respect to any other Account Party or any guarantor of any of such reimbursement obligations, (viii) any adverse change in the condition (financial lack of validity or otherwise) enforceability of any Credit Party and (D) of such reimbursement obligations against any other act Account Party or omission to act or delay any guarantor of any kind of L/C Issuersuch reimbursement obligations, Agent, any Lender or any other Person or (ix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section, constitute a legal or equitable discharge of the obligations of any obligation Account Party hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Lender, nor any of their respective Related Parties, shall have any liability or responsibility by reason of or in connection with the payment or failure to make any payment under a Participated Letter of Credit (irrespective of any of the Borrower circumstances referred to in the preceding sentence) as a result of determining whether drafts or other documents presented under a Participated Letter of Credit comply with the terms thereof, or any Revolving Lender hereunder. No provision hereof shall be deemed to waive error, omission, interruption, loss or limit the Borrower’s right to seek repayment delay in transmission or delivery of any payment draft, notice or other communication under or relating to any Participated Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Lender; PROVIDED that the foregoing shall not be construed to excuse the Issuing Lender from liability to the relevant Account Party to the extent of any L/C Reimbursement Obligations from direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by each Account Party to the L/C Issuer extent permitted by applicable law) suffered by such Account Party that are caused by the Issuing Lender's gross negligence or willful misconduct when determining whether drafts and other documents presented under a Participated Letter of Credit comply with the terms of the applicable L/C Reimbursement Agreement or applicable law.thereof. The parties hereto expressly agree that:

Obligations Absolute. The obligation of Borrower to reimburse Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Revolving Lenders pursuant to Section 2.3(d) and the obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (vsuch Lenders under Section 2.3(e) and (vi) above shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, ; (ii) the existence of any claim, set-off, defense or other right that Borrower or any Revolving Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, any other Lender or any other Person or, in the case of a Lender, against Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document that does not substantially comply with the terms of such Letter of Credit or Credit; (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iiv) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any Credit Party and of its Subsidiaries; (Dvi) any breach hereof or any other Loan Document by any party thereto; (vii) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided that, that mightin each case, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer by Issuing Bank under the terms applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of Issuing Bank under the applicable L/C Reimbursement Agreement or applicable lawcircumstances in question, as finally determined by a court of competent jurisdiction in a nonappealable decision.

Obligations Absolute. The obligation of Borrower to reimburse Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Revolving Lenders pursuant to Section 2.4(d) and the obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (vsuch Lenders under Section 2.4(e) and (vi) above shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, ; (ii) the existence of any claim, set-off, defense or other right that Borrower or any Revolving Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, any other Lender or any other Person or, in the case of a Lender, against Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document that does not substantially comply with the terms of such Letter of Credit or Credit; (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iiv) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any Credit Party and of its Subsidiaries; (Dvi) any breach hereof or any other Loan Document by any party thereto; (vii) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided that, that mightin each case, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer by Issuing Bank under the terms applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of Issuing Bank under the applicable L/C Reimbursement Agreement or applicable lawcircumstances in question, as finally determined by a court of competent jurisdiction in a nonappealable decision.

Obligations Absolute. The obligations obligation of (i) the U.S. Borrower to reimburse each applicable Issuing Bank for drawings honored under the U.S. Letters of Credit or Canadian Letters of Credit issued by it and the to repay any U.S. Revolving Lenders, as applicable, Loans or Canadian 77 Revolving Loans made by Lenders pursuant to clauses (ivSection 2.04(d), (vii) the Foreign Borrower to reimburse the Issuing Bank for drawings honored under the Foreign Letters of Credit issued by it to the Foreign Borrower and to repay any Foreign Revolving Loans made by Lenders pursuant to Section 2.04(d) and (viiii) above the Lenders under Section 2.04(e), in each case shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, ; (ii) the existence of any claim, set-off, defense or other right which any Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender or any other Person or, in the case of a Lender, against any Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by the applicable Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document which does not substantially comply with the terms of such Letter of Credit or Credit; (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iiv) any adverse change in the business, general affairs, assets, liabilities, operations, management, condition (financial or otherwise) ), stockholders’ equity, results of operations or value of any Credit Party Loan Party; (vi) any breach hereof or any other Loan Document by any party thereto; (vii) the fact that an Event of Default or a Default shall have occurred and be continuing; or (Dviii) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing; provided that in each case payment by the Issuing Bank under the applicable Letter of Credit shall not have been determined by a final, that mightnon-appealable judgment of a court of competent jurisdiction to have constituted gross negligence, but for the provisions of this clause (vii), constitute a legal bad faith or equitable discharge of any obligation willful misconduct of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer Issuing Bank under the terms of the applicable L/C Reimbursement Agreement or applicable lawcircumstances in question.

Obligations Absolute. The obligations of the Borrower Borrowers and the Revolving Lenders, as applicable, Lenders pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision Winnebago Credit Agreement 41858764 in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower Borrowers or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s Borrowers’ right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.

Obligations Absolute. The obligations obligation of each Borrower to reimburse the Borrower L/C Issuer for each drawing under each Letter of Credit and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above repay each L/C Borrowing shall be absolute, unconditional and irrevocable irrevocable, and performed shall be paid strictly in accordance with the terms of this Agreement irrespective of (A) under all circumstances, including the following: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any such Letter of Credit, any document transferring or purporting to transfer a Letter of Creditthis Agreement, any Issuer Document or any other Loan Document (including the sufficiency of any such instrument)Document, or any modification to any provision of any of the foregoing, term or provisions therein or herein; (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatementcounterclaim, recoupmentsetoff, defense or other right that any Person (including Borrower or any Credit Party) Subsidiary may have at any time against the any beneficiary or any transferee of any such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with any Loan Document this Agreement, the transactions contemplated hereby or by such Letter of Credit or any other Contractual Obligation agreement or transactioninstrument relating thereto, or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement 80 therein being untrue or inaccurate in any respect; or any loss or delay in the existence transmission or otherwise of any other withholding, abatement document required in order to make a drawing under such Letter of Credit; (iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or reduction, (C) in certificate that does not strictly comply with the case terms of such Letter of Credit; or any payment made by the obligations L/C Issuer under such Letter of Credit to any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 Person purporting to be satisfied (each a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of which conditions precedent the Revolving Lenders hereby irrevocably waive) creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (Dv) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might, but for the provisions of this clause (vii), might otherwise constitute a legal defense available to, or equitable a discharge of of, any obligation of the Borrower or any Revolving Lender hereunderof its Subsidiaries. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.(f)

Obligations Absolute. The obligations Each Borrower hereby waives, for the benefit of the Borrower Administrative Agent and each Lender: (i) any right to require the Revolving LendersAdministrative Agent or any Lender, as applicablea condition of payment or performance by such Borrower, pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) proceed against any other Borrower, any guarantor (iincluding any other Guarantor) of the invalidity Obligations or unenforceability any other Person, (B) proceed against or exhaust any security held from any other Borrower, any guarantor or any other Person, (C) proceed against or have resort to any balance of any term deposit account or provision credit on the books of the Administrative Agent or any Lender in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency favor of any such instrument)other Borrower or any other Person, or (D) pursue any modification to any provision of any other remedy in the power of the foregoing, Administrative Agent or any Lender whatsoever; (ii) any document presented under a Letter defense arising by reason of Credit being forgedthe incapacity, fraudulent, invalid, insufficient lack of authority or inaccurate any disability or other defense of any other Borrower or any Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any other Borrower or any Guarantor from any cause other than payment in any respect or failing to comply with full of the terms of such Letter of Credit or Obligations; (iii) any loss defense based upon any statute or delay, including rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon the Administrative Agent’s or any Lender’s errors or omissions in the transmission administration of the Obligations, except behavior which amounts to bad faith or fraud; (v) (A) any documentprinciples or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Borrower’s obligations hereunder, (B) the existence benefit of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary statute of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, limitations affecting such Borrower’s liability hereunder or the existence of any other withholding, abatement or reductionenforcement hereof, (C) in the case of the obligations of any Revolving Lenderrights to set-offs, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party recoupments and counterclaims, and (D) promptness, diligence and any other act requirement that the Administrative Agent or omission to act any Lender protect, secure, perfect or delay insure any security interest or Lien or any property subject thereto; (vi) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any kind action or inaction, including acceptance hereof, notices of L/C Issuer, Agent, any Lender default hereunder or any other Person agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any other event or circumstance whatsoeveragreement related thereto, whether or not similar notices of any extension of credit to Borrower and notices of any of the foregoingmatters referred to in Sections 2.1(d), that might2.1(e), but for 2.1(f), 2.4 and 2.5 of the provisions of this clause Guaranty and any right to consent to any thereof; and (vii), constitute a legal ) any defenses or equitable discharge of any obligation of the Borrower benefits that may be derived from or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or afforded by law which limit the Borrower’s right to seek repayment liability of any payment of any L/C Reimbursement Obligations from the L/C Issuer under or exonerate guarantors or sureties, or which may conflict with the terms of the applicable L/C Reimbursement Agreement or applicable lawhereof.

Obligations Absolute. The obligations Borrower’s obligation to reimburse drawings under Letters of the Borrower and the Revolving Lenders, Credit as applicable, pursuant to clauses provided in paragraph (iv), (vf) and (vi) above of this Section 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of this Agreement, any term other Loan Agreement or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any term or provision of any of the foregoingherein or therein, (ii) any draft, demand, certificate or other document presented under a Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; or failing any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit, (iii) payment by the Fronting Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit Credit; or (iii) any loss or delay, including in payment made by the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Fronting Bank under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any other Persontransferee of such Letter of Credit, whether including any arising in connection with any Loan Document or proceeding under any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reductionDebtor Relief Laws, (Civ) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section, constitute a legal or equitable discharge of, or provide a right of setoff against, Bxxxxxxx’s obligations hereunder, (v) the existence of any obligation of the claim, counterclaim, setoff, defense or other right that Borrower or any Subsidiary 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), the Fronting Bank 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, (vi) waiver by the Fronting Bank of any requirement that exists for the Fronting Bank’s protection and not the protection of Borrower or any waiver by the Fronting Bank which does not in fact materially prejudice Borrower, (vii) honor of a demand for payment presented electronically even if such Letter of Credit required that demand be in the form of a draft, or (viii) any payment made by the Fronting Bank 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. Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Bxxxxxxx’s instructions or other irregularity, Borrower will immediately notify the Fronting Bank. Borrower shall be conclusively deemed to have waived any such claim against the Fronting Bank and its correspondents unless such notice is given as aforesaid. None of Administrative Agent, the Revolving Lender hereunderCredit Banks, the Fronting Banks or any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Fronting Bank; provided that the foregoing shall not be construed to excuse the Fronting Bank from liability to Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by Borrower to the extent permitted by applicable law) suffered by Borrower that are caused by the Fronting Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. No provision hereof The parties hereto expressly agree that, in the absence of gross negligence or wilful misconduct on the part of the Fronting Bank (as finally determined by a court of competent jurisdiction), the Fronting Bank shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.have exercised care in each such determination, and that

Obligations Absolute. The joint and several obligations of the Borrower Borrowers to reimburse the Agent for drawings honored under the Letters of Credit and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above obligations of the Lenders under Section 3.6 shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms of this Credit Agreement irrespective of (A) under all circumstances including, without limitation, the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in this Credit Agreement, any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient Agreement or inaccurate in any respect other agreement or failing to comply with instrument relating thereto (the terms of such Letter of Credit or "LETTER OF CREDIT RELATED DOCUMENTS"); (iii) any loss or delay, including in the transmission of any document, (Bii) the existence of any setoff, claim, abatement, recoupmentsetoff, defense or other right that which the Borrowers or any Person (including any Credit Party) Affiliate of the Borrowers may have at any time against the a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such beneficiary or transferee may be acting), the Agent, any Lender or any other Person, whether in connection with this Credit Agreement, the other Credit Documents, the transactions contemplated herein or therein or any Loan Document unrelated transaction; (iii) any draft, demand, certificate or any other Contractual Obligation documents presented under any Letter of Credit proving to be forged, fraudulent, invalid or transaction, insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the existence surrender or impairment of any other withholding, abatement security for the performance or reduction, (C) in the case observance of any of the obligations terms of any Revolving Lenderof the Credit Documents; (v) payment by the issuing bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (ivi) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each drawing under a Letter of which conditions precedent Credit or any non-application or misapplication by the Revolving Lenders hereby irrevocably waive) beneficiary of the proceeds of any drawing; or (iivii) any adverse change the fact that a Default or Event of Default shall have occurred and be continuing; PROVIDED, HOWEVER, that the Borrowers shall have no obligation to reimburse the Issuing Bank in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for Issuing Bank's willful misconduct or gross negligence in determining whether documents presented under the provisions Letter of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under Credit comply with the terms of the applicable L/C Reimbursement Agreement or applicable law.such Letter of Credit, as determined by a court of competent jurisdiction in a final, nonappealable judgment. ARTICLE III INTEREST, FEES AND EXPENSES

Obligations Absolute. The obligations Obligations of a Floor Plan Borrower under this Agreement and any of the Borrower other Loan Documents to reimburse the Floor Plan Agent or the Swing Line Bank for Floor Plan Loans and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above Floor Plan Swing Line Loans shall be absolute, unconditional and irrevocable and performed irrevocable. Such obligation shall be paid strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any and each such other Loan Document (under all circumstances, including the sufficiency following: (a) any lack of any validity or enforceability of such instrument), Drafting Agreement or any modification to any provision of any of the foregoing, other Loan Documents; (iib) any document presented under a Letter change in the time, manner or place of Credit being forgedpayment of, fraudulent, invalid, insufficient or inaccurate in any respect other term of, all or failing to comply with any of the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission Obligations of any document, other Borrower 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 Loan Documents; (Bc) the existence of any setoff, claim, abatement, recoupmentset-off, defense or other right that any Person (including any Credit Party) other Floor Plan Borrower may have at any time against the any Manufacturer or any other beneficiary or transferee of any Letter of Credit Drafting Agreement (or any Person for whom any such beneficiary or such transferee may be acting), the Floor Plan Agent or any other Person, whether in connection with any this Agreement, the transactions contemplated hereby or by the related Loan Document Documents or any unrelated transaction other Contractual Obligation than the defense of payment; (d) any Draft, demand, certificate or transactionother document presented under a Drafting Agreement proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (e) 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 Floor Plan Agent under any Drafting Agreement against presentation of a draft or certificate that does not strictly comply with the terms of any Drafting Agreement; (g) any payment made by the Floor Plan Agent under any Drafting Agreement to any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver or other representative of a successor to any beneficiary or any transferee of any Drafting Agreement, including any arising in connection with any Insolvency Proceeding; (h) any exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from all or any of the existence Obligations of any other withholding, abatement or reduction, (C) Borrower in the case of the obligations respect of any Revolving Lender, Drafting Agreement; or (i) any other circumstance that might otherwise constitute a defense available to, or discharge of, any other Borrower other than the failure defense of payment. Nothing contained in this Section shall constitute a waiver by any Floor Plan Borrower of any condition precedent set forth in Section 3.2 to be satisfied (each claims arising out of which conditions precedent the Revolving Lenders hereby irrevocably waive) gross negligence, bad faith or (ii) any adverse change in willful misconduct of the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender the Floor Plan Agent or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable lawSwing Line Bank.

Obligations Absolute. The Seller’s obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above under this Section 1.3 shall be absolute, absolute and unconditional under any and irrevocable all circumstances and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any such Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument)this Agreement, or any modification to any provision of any of the foregoing, other agreement or instrument relating thereto; (ii) the existence of any claim, counterclaim, set-off, defense or other right that Seller or any Originator 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), the applicable LC 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; (iii) any draft, demand, certificate or other document presented under a such Letter of Credit being proving to be forged, fraudulent, invalidinvalid or insufficient in any respect (provided that such draft, insufficient demand, certificate or other document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof) or any statement therein being untrue or inaccurate in any respect respect; or failing any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (iv) any payment by the LC Issuer under such Letter of Credit against presentation of a draft or certificate THIRD AMENDED AND RESTATED RPA that does not strictly comply with the terms of such Letter of Credit (provided that such draft, demand, certificate or other document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof); or any payment made by the LC Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under the Bankruptcy Code of the United States, or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally; (iiiv) any loss exchange, release or delay, including in the transmission non-perfection of any documentcollateral, (B) or any release or amendment or waiver of or consent to the existence departure from any guarantee, for all or any of the obligations of Seller or any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary Originator in respect of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) Credit; or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (Dvi) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might, but for the provisions of this clause (vii), might otherwise constitute a legal defense available to, or equitable a discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of, Seller of the applicable L/C Reimbursement Agreement Originator, provided that Seller shall not hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by Seller to the extent, but only to the extent, caused by (i) the willful misconduct or applicable lawgross negligence of the LC Issuer or (ii) the LC Issuer’s failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Seller shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it, and, in the event of any claim of noncompliance with Seller’s instructions or other irregularity, Seller will immediately (and in any event within 5 Business Days) notify the LC Issuer. Seller shall be conclusively deemed to have waived any such claim against the LC Issuer and its correspondents unless such notice is given as aforesaid.

Obligations Absolute. The obligations Obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above Debtors under this Security Agreement shall be absolute, absolute and unconditional and irrevocable shall remain in full force and performed strictly in accordance with the terms of this Agreement irrespective of (A) effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including without limitation: (i) any renewal, amendment or modification of or addition or supplement to or deletion from the Obligations or any assignment or transfer thereof; (ii) any waiver, extension, indulgence or other action or inaction under or in respect or any of the Obligations of this Security Agreement; (iii) any furnishing of additional security to the Lender or its assignee or any acceptance thereof or any release of any security by the Lender or its assignee; (iv) any limitation on any parties' liability or obligations under any of the Obligations or any invalidity or unenforceability of any term inability, in whole or provision in any Letter of Creditpart, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, Obligations; or (iiv) any document presented under a Letter of Credit being forgedbankruptcy, fraudulentinsolvency, invalidreorganization, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delaycomposition, including in the transmission of any documentadjustment, (B) the existence of any setoffdissolution, claim, abatement, recoupment, defense liquidation or other right that any Person (including any Credit Party) may have against like proceeding relating to the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, AgentDebtors, any Lender partnership or any other Person or any other event action taken with respect to this Lender by any trustee or circumstance whatsoevercustodian or receiver or by any court in any such proceeding, whether or not similar to the Debtors shall have notice or knowledge of any of the foregoing. 25. Modifications in Writing. This Security Agreement may not be changed, that mightwaived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. 26. Security for the provisions Loan Facility. Notwithstanding any other term, covenant or condition contained in this Security Agreement, the Debtors and the Lender hereby agree that the Collateral shall secure only the Obligations arising in respect of this clause (vii), constitute a legal or equitable discharge the Loan Facility and the Loan Agreement and that the Collateral is not offered as security in connection with any other indebtedness due and owing from the Debtors to the Lender in respect of any obligation of the Borrower or any Revolving Lender hereunderother credit facilities. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law27.

Obligations Absolute. The obligations Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above shall be this Section 2.05 is 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, this Agreement or any document transferring or purporting to transfer a Letter of Credit, any other Loan Document (including the sufficiency of any such instrument)Document, or any modification to any term or provision of any of the foregoingherein or therein, (ii) any exchange, change, waiver or release of any Collateral for, or any other Person’s guarantee of or other liability for, any of the Secured Obligations, (iii) the existence of any claim, set-off, defense or other right which the Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Bank, any Lender or any other Person or, in the case of a Lender, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one or more of its Subsidiaries and the beneficiary for which any Letter of Credit was procured), (iv) any draft or other document presented under a Letter of Credit being proving to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, (v) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or failing to other document that does not comply with the terms of such Letter of Credit (provided that the Borrower shall not be obligated to reimburse such LC Disbursements unless payment is made against presentation of a draft or (iii) any loss or delay, including in other document that at least substantially complies with the transmission terms of any documentsuch Letter of Credit), (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iivi) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any Credit Party and of its Subsidiaries; (Dvii) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender breach hereof or any other Person Loan Document by any party hereto or thereto, (viii) the fact that an Event of Default or a Default shall have occurred and be continuing, (ix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section 2.05, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder or (x) any adverse change in the relevant exchange rates or in the availability of any obligation Alternative Currency to the Borrower or in the relevant currency markets generally. As between the Borrower and the Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by the Issuing Bank and the proceeds thereof, by the respective beneficiaries of such Letters of Credit or any assignees or transferees thereof. In furtherance and not in limitation of the foregoing, none of the Administrative Agent, the Lenders, the Issuing Banks or any of their Related Parties shall have any liability or responsibility for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged other than to confirm such documents comply with the terms of such Letter of Credit; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) its honor of any presentation under a Letter of Credit that appears on its face to substantially comply with the terms and conditions of such Letter of Credit; (v) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder); (vi) errors in interpretation of technical terms; (vii) any loss or delay in the transmission of any document required in order to make a drawing under any such Letter of Credit; (viii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (ix) any consequences arising from causes beyond the control of the Issuing Bank, including any act by a Governmental Authority and fluctuation in currency exchange rates. None of the above shall affect or impair, or prevent the vesting of, any of the Issuing Bank’s rights or powers hereunder or place the Issuing Bank under any liability to the Borrower or any Revolving Lender hereunderother Person. No provision hereof Notwithstanding the foregoing, none of the above shall be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential, incidental, exemplary or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by Requirements of Law) suffered by the Borrower that are caused by such Issuing Bank’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, nonappealable judgment) when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if (notwithstanding the appearance of substantial compliance) such documents are not in strict compliance with the terms of such Letter of Credit, and any such acceptance or refusal shall be deemed not to waive constitute gross negligence or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable lawwillful misconduct.

Obligations Absolute. The obligations Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above shall be this Section 2.05 is 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, this Agreement or any document transferring or purporting to transfer a Letter of Credit, any other Loan Document (including the sufficiency of any such instrument)Document, or any modification to any term or provision of any of the foregoingherein or therein, (ii) any exchange, change, waiver or release of any Collateral for, or any other Person’s guarantee of or other liability for, any of the Secured Obligations, (iii) the existence of any claim, set-off, defense or other right which the Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Bank, any Lender or any other Person or, in the case of a Lender, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one or more of its Subsidiaries and the beneficiary for which any Letter of Credit was procured), (iv) any draft or other document presented under a Letter of Credit being proving to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, (v) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or failing to other document that does not comply strictly with the terms of such Letter of Credit (provided that the Borrower shall not be obligated to reimburse such LC Disbursements unless payment is made against presentation of a draft or (iii) any loss or delay, including in other document that at least substantially complies with the transmission terms of any documentsuch Letter of Credit), (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iivi) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any Credit Party of its Subsidiaries; (vii) any breach hereof or any other Loan Document by any party hereto or thereto, (viii) the fact that an Event of Default or a Default shall have occurred and be continuing, or (Dix) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.or

Obligations Absolute. All sums payable by the Borrower to the Issuing Bank hereunder shall be paid without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Debt Service Letter of Credit Note or in any of the other Project Documents to the contrary notwithstanding. The obligations and liabilities of the Borrower and to the Revolving LendersIssuing Bank hereunder shall in no way be released, discharged or otherwise affected (except as applicablemay be expressly provided herein) for any reason, pursuant including without limitation: (a) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to clauses (iv)the Issuing Bank, (v) and (vi) above shall be absolutethe Borrower, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity Agent or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument)other Person, or any modification action taken with respect to any provision Project Document by any trustee or receiver of the Issuing Bank, the Borrower, the Agent or any other Person, or by any court; (b) any default or failure on the part of the Issuing Bank to perform or comply with any of the terms hereof or of any other agreement; or (c) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Borrower shall have notice or knowledge of any of the foregoing. Except as expressly provided herein, (ii) the Borrower, to the extent permitted by law, waives all rights now or hereafter conferred by statute or otherwise to any document presented under a Letter of Credit being forgedabatement, fraudulentsuspension, invaliddeferment, insufficient diminution or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission reduction of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of sum payable by the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.

Obligations Absolute. The Account Parties’ joint and several obligations to reimburse LC Disbursements in respect of the Borrower and the Revolving Lenders, any Participated Letter of Credit as applicable, pursuant to clauses provided in paragraph (iv), (vf) and (vi) above of this Section 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of any Participated Letter of Credit, or any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoingtherein, (ii) any draft or other document presented under a Participated Letter of Credit being proving to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, (iii) payment by the Issuing Lender under a Participated Letter of Credit against presentation of a draft or failing to other document that does not comply strictly with the terms of such Participated 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 Participated Letter of Credit), (iiiiv) at any time or from time to time, without notice to any Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any other Account Party shall be waived, extended or renewed, (v) any loss or delay, including in the transmission of such reimbursement obligations of any documentother Account Party shall be amended or otherwise modified in any respect, or any guarantee of any of such reimbursement obligations shall be released, substituted or exchanged in whole or in part or otherwise dealt with, (Bvi) the occurrence of any Default, (vii) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case proceedings of the obligations of any Revolving Lender, type described in clause (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waiveg) or (iih) of Article VIII with respect to any other Account Party or any guarantor of any of such reimbursement obligations, (viii) any adverse change in the condition (financial lack of validity or otherwise) enforceability of any Credit Party and (D) of such reimbursement obligations against any other act Account Party or omission to act or delay any guarantor of any kind of L/C Issuersuch reimbursement obligations, Agent, any Lender or any other Person or (ix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section, constitute a legal or equitable discharge of the obligations of any obligation Account Party hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Lender, nor any of their respective Related Parties, shall have any liability or responsibility by reason of or in connection with the payment or failure to make any payment under a Participated Letter of Credit (irrespective of any of the Borrower circumstances referred to in the preceding sentence) as a result of determining whether drafts or other documents presented under a Participated Letter of Credit comply with the terms thereof, or any Revolving Lender hereunder. No provision hereof shall be deemed to waive error, omission, interruption, loss or limit the Borrower’s right to seek repayment delay in transmission or delivery of any payment draft, notice or other communication under or relating to any Participated Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Lender; provided that the foregoing shall not be construed to excuse the Issuing Lender from liability to the Account Parties to the extent of any L/C Reimbursement Obligations from direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the L/C Issuer Account Parties to the extent permitted by applicable law) suffered by the Account Parties that are caused by the Issuing Lender’s gross negligence or willful misconduct when determining whether drafts and other documents presented under a Participated Letter of Credit comply with the terms of the applicable L/C Reimbursement Agreement or applicable law.thereof. The parties hereto expressly agree that:

Obligations Absolute. The obligations obligations, covenants, agreements and duties of each Guarantor under this Guaranty shall not be released, affected or impaired by any of the Borrower and following whether or not undertaken with notice to or consent of the Revolving LendersGuarantor: (a) any assignment or transfer, as applicablein whole or in part, pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoingGuaranteed Obligations or the Operative Documents although made without notice to or consent of the Guarantor, or (iib) any document presented under a Letter waiver by the Lenders or the Agents, or by any other person, of Credit being forgedthe performance or observance by any Borrower of any of the agreements, fraudulentcovenants, invalidterms or conditions contained in the Operative Documents, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iiic) any loss indulgence in or delay, including in the transmission extension of the time for payment by any Borrower of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense amounts payable under or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with the Operative Documents or of the time for performance by any Loan Document or Borrower of any other Contractual Obligation obligations under or transactionarising out of the Operative Documents, or the existence of any other withholdingextension or renewal thereof, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (id) the failure of any condition precedent set forth in Section 3.2 to be satisfied modification, amendment or waiver (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial whether material or otherwise) of any Credit Party and duty, agreement or obligation of any Borrower set forth in the Operative Documents (Dthe modification, amendment or waiver from time to time of the Operative Documents being expressly authorized without further notice to or consent of the Guarantor), or (e) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of any Borrower, or any receivership, insolvency, bankruptcy, reorganization, or other similar proceedings, affecting any Borrower or any of its assets, or (f) the release of any security, if any, for the obligations of any Borrower under any of the Operative Documents, or the impairment of or failure to perfect an interest in any such security, or (g) the merger or consolidation of any Borrower or any of the Guarantors with any other person, or (h) the release or discharge of any Borrower or any Guarantor from the performance or observance of any agreement, covenant, term or condition contained in the Operative Documents or this Guaranty, by operation of law or otherwise, or (i) the running of any limitation period otherwise applicable, or (j) any exercise or non-exercise of any right, remedy, power or privilege in respect of this Guaranty or any of the Operative Documents, including without limitation the release, discharge or variance of the liability of any Guarantor, or (k) any other act cause whether similar or omission dissimilar to act the foregoing which would release, affect or delay of any kind of L/C Issuerimpair the obligations, Agentcovenants, any Lender agreements or any other Person or any other event or circumstance whatsoever, whether or not similar to any duties of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender Guarantor hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.

Obligations Absolute. The obligations liability of each Corporate Guarantor and each Borrower to Agent and Lenders under this Section 11 shall not be affected or impaired by any of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) following acts by Agent or any Lender: (i) the invalidity any acceptance of collateral security, guarantors, accommodation parties or unenforceability sureties for any or all Obligations; (ii) one or more extensions or renewals of any term Obligations (whether or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including not for longer than the sufficiency of any such instrument), original period) or any modification to any provision of any of the foregoinginterest rates, (ii) fees, maturities or principal amount of, or other contractual terms applicable to, any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or Obligations; (iii) any loss waiver or delay, including in the transmission of indulgence granted to any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit Borrower or any other PersonLoan Party, whether any delay or lack of diligence in connection with the enforcement of Obligations, or any Loan Document failure to institute proceedings, file a claim, give any required notices or otherwise protect any Obligations; (iv) any full or partial release of, compromise or settlement with, or agreement not to sue any Borrower or any other Contractual Obligation or transactionLoan Party, or the existence any guarantor or other xxxson liable in respect of any other withholding, abatement or reduction, Obligations; (Cv) in the case of the obligations acceptance of any Revolving Lender, (i) the failure instrument in renewal or substitution of any condition precedent set forth in Section 3.2 to be satisfied Obligation; (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iivi) any adverse change in failure to obtain collateral security (including rights of setoff) for any Obligations, or to obtain or maintain the condition (financial proper or otherwise) of sufficient creation and perfection thereof, or to establish the priority thereof, or to preserve, protect, insure, care for, exercise or enforce any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination, release or other Person change, impairment, limitation, loss or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation collateral security; (vii) any assignment, pledge or other transfer of any Obligations or any evidence thereof; or (viii) any manner, order or method of application of any payments or credits upon Obligations. Each Corporate Guarantor and each Borrower hereby waives any and all defenses and discharges available to a surety, guarantor, or accommodation co-obligor, other than payment in full in cash of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms and termination of the applicable L/C Reimbursement Agreement or applicable lawCommitments pursuant thereto.

Obligations Absolute. The Except as set forth to the contrary in the Repurchase Documents, all sums payable by the Seller, the Pledgor, the Parent and/or the Limited Guarantor hereunder or under the other Repurchase Documents shall be paid without notice, demand, counterclaim, setoff, deduction or defense (as to any Person and for any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person and for any reason whatsoever), and the obligations and liabilities of the Borrower Seller, the Pledgor, the Parent and the Revolving LendersLimited Guarantor hereunder and under the other Repurchase Documents shall in no way be released, discharged, or otherwise affected (except as applicableexpressly provided herein) by reason of: (a) any damage to or destruction of or any taking of any asset, pursuant Property, any Underlying Mortgaged Property, any Purchased Item, Pledged Collateral, any other collateral for a Purchased Asset or the Facility or any portion of any of the foregoing; (b) any restriction or prevention of or interference with any use of any asset, Property, any Underlying Mortgaged Property, any Purchased Item, any Letter of Credit, the Pledged Collateral, any other collateral for a Purchased Asset or the Facility or any portion of the foregoing; (c) any title defect or encumbrance or any eviction from any Property, any Underlying Mortgaged Property, any Purchased Item, the Pledged Collateral, any other collateral for a Purchased Asset or the Facility or any portion thereof by title paramount or otherwise; (d) any Insolvency Proceeding relating to clauses the Seller, the Limited Guarantor, the Pledgor, the Parent, any other Repurchase Party, any Letter of Credit Issuer or any Borrower under the Mortgage Loan Documents, or any action taken with respect to this Agreement or any other Repurchase Document by any trustee or receiver of the Seller, the Limited Guarantor, the Pledgor, the Parent, any other Repurchase Party, any Letter of Credit Issuer or any Borrower under the Mortgage Loan Documents, or by any court, in any such proceeding; (iv)e) any claim that the Seller, the Limited Guarantor, the Pledgor, the Parent or any other Repurchase Party has or might have against the Deal Agent, the Purchaser and/or any Affected Party or any Affiliate; (vf) and (vi) above shall be absoluteany default or failure on the part of the Deal Agent, unconditional and irrevocable and performed strictly in accordance the Purchaser and/or any Affected Party to perform or comply with any of the terms hereof, the Repurchase Documents, the Engagement Letter or of any other agreement with the terms of this Agreement irrespective of Seller, the Pledgor, the Limited Guarantor, the Parent and/or any other Repurchase Party; (A) (ig) the invalidity or unenforceability of any term or provision in Purchased Asset, any Purchased Item, any Letter of Credit, any document transferring or purporting to transfer a Letter of Creditthe Pledged Collateral, any other collateral for a Purchased Asset or the Facility, any of the Mortgage Loan Document (including the sufficiency of any such instrument), Documents or any modification of the Repurchase Documents; (h) anything related to or arising out of a Seller–Related Obligation; or (i) any provision other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Seller, the Limited Guarantor, the Pledgor, the Parent or any other Repurchase Party shall have notice or knowledge of any of the foregoing. The Obligations shall be full recourse to the Seller. Notwithstanding anything else to contrary contained herein, the Obligations shall be non-recourse to the Limited Guarantor and the Parent, except (iii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including as expressly provided in the transmission Guaranty and Subsection 2.2(o) of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) this Agreement in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or Limited Guarantor and (ii) any adverse change as expressly provided in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission Back-Up Guaranty with respect to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable lawParent.

Obligations Absolute. The obligations of the US Borrower and the US Revolving Lenders, as applicable, Lenders pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision in any US Letter of Credit, any document transferring or purporting to transfer a US Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a US Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such US Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any US Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any US Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied (each of which conditions precedent the US Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, either Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the US Borrower or any US Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the US Borrower’s 's right to assert claims against, or seek repayment of any payment of any US L/C Reimbursement Obligations from from, the US L/C Issuer under the terms of the applicable US L/C Reimbursement Agreement Agreement, any other documentation entered into with respect to the relevant Letters of Credit or applicable law.

Obligations Absolute. The obligations Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above shall be this Section 2.05 is 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, this Agreement or any document transferring or purporting to transfer a Letter of Credit, any other Loan Document (including the sufficiency of any such instrument)Document, or any modification to any term or provision of any of the foregoingherein or therein, (ii) any exchange, change, waiver or release of any Collateral for, or any other Person’s guarantee of or other liability for, any of the Secured Obligations, (iii) the existence of any claim, set-off, defense or other right which the Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), any Issuing Bank, any Lender or any other Person or, in the case of a Lender, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one or more of its Subsidiaries and the beneficiary for which any Letter of Credit was procured), (iv) any draft or other document presented under a Letter of Credit being proving to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, (v) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or failing to other document that does not comply strictly with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any documentCredit, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iivi) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any Credit Party and of its Subsidiaries; (Dvii) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender breach hereof or any other Person Loan Document by any party hereto or thereto, (viii) the fact that an Event of Default or a Default shall have occurred and be continuing, (ix) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any Subsidiary thereof or in the relevant currency markets generally or (x) any other event or circumstance AMERICAS 123601947 94 whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section 2.05, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. As between the Borrower and each Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by such Issuing Bank and the proceeds thereof, by the respective beneficiaries of such Letters of Credit or any assignees or transferees thereof. In furtherance and not in limitation of the foregoing, none of the Administrative Agent, the Lenders, the Issuing Banks or any of their Related Parties shall have any liability or responsibility for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any obligation document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged other than to confirm such documents comply with the terms of such Letter of Credit; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) its honor of any presentation under a Letter of Credit that appears on its face to substantially comply with the terms and conditions of such Letter of Credit; (v) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder); (vi) errors in interpretation of technical terms; (vii) any loss or delay in the transmission of any document required in order to make a drawing under any such Letter of Credit; (viii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; (ix) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any Revolving Lender hereunderSubsidiary thereof or in the relevant currency markets generally; or (x) any consequences arising from causes beyond the control of the Issuing Bank, including any act by a Governmental Authority and fluctuation in currency exchange rates. No provision hereof None of the above shall affect or impair, or prevent the vesting of, any of any the Issuing Bank’s rights or powers hereunder or place such Issuing Bank under any liability to the Borrower or any other Person. Notwithstanding the foregoing, none of the above shall be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential, incidental, exemplary or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by Requirements of Law) suffered by the Borrower that are caused by such Issuing Bank’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable judgment) when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if (notwithstanding the appearance of substantial compliance) such documents are not in strict compliance with the terms of such Letter of Credit, and any such acceptance or refusal shall be deemed not to waive constitute gross negligence or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable lawwillful misconduct.

Obligations Absolute. The obligation of Borrower to reimburse Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (vLenders under Section 2.4(e) and (vi) above shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, ; (ii) the existence of any claim, set-off, defense or other right which Borrower or any CG&R Draft Last Saved: 02/0620/2013 14:3244 pm 10174795v19 Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender or any other Person or, in the case of a Lender, against Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document which does not substantially comply with the terms of such Letter of Credit or Credit; (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iiv) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any of its Subsidiaries; (vi) any breach hereof or any other Credit Party and Document by any party thereto; (Dvii) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer by Issuing Bank under the terms applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of Issuing Bank under the applicable L/C Reimbursement Agreement or applicable lawcircumstances in question.

Obligations Absolute. The obligations obligations, covenants, agreements and duties of the Borrower and Guarantor under this Guaranty shall not be released, affected or impaired by any of the Revolving Lendersfollowing whether or not undertaken with notice to or consent of the Guarantor: (a) any assignment or transfer, as applicablein whole or in part, pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with of the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument)Loans, or any modification to of the Operative Documents, or (b) any provision waiver by the Lenders or the Administrative Agent, or by any other person, of the performance or observance by the Borrower of any of the foregoingagreements, covenants, terms or conditions contained in any of the Operative Documents, or (iic) any document presented under a Letter indulgence in or the extension of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in time for payment by the transmission Borrower of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense amounts payable under or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document of the Operative Documents, or of the time for performance by the Borrower of any other Contractual Obligation obligations under or transactionarising out of any of the Operative Documents, or the existence of any other withholdingextension or renewal thereof, abatement whether occurring once or reductionmore than once, or (C) in the case of the obligations of any Revolving Lender, (id) the failure of any condition precedent set forth in Section 3.2 to be satisfied modification, amendment or waiver (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial whether material or otherwise) of any Credit Party and (D) any other act duty, agreement or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower set forth in any of the Operative Documents (the modification, amendment or waiver from time to time of the Credit Agreement or the Notes being expressly authorized without further notice to or consent of the Guarantor), or (e) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of the Borrower, or any Revolving Lender hereunder. No provision hereof shall be deemed to waive receivership, insolvency, bankruptcy, reorganization, or limit other similar proceedings affecting the Borrower’s right to seek repayment Borrower or any of its assets, or (f) the release of any payment security, if any, for the obligations of the Borrower under any of the Operative Documents, or the impairment of or failure to perfect an interest in any such security, or (g) the merger or consolidation of the Borrower or the Guarantor with any other person, or (h) the release or discharge of the Borrower or the Guarantor from the performance or observance of any L/C Reimbursement Obligations from the L/C Issuer under the terms agreement, covenant, term or condition contained in any of the applicable L/C Reimbursement Agreement Operative Documents by operation of law, or applicable law(i) any other cause whether similar or dissimilar to the foregoing which would release, affect or impair the obligations, covenants, agreements or duties of the Guarantor hereunder.

Obligations Absolute. The Each Borrower’s obligations of the Borrower and the Revolving Lenders, to reimburse LC Disbursements as applicable, pursuant to clauses (iv), (vprovided in Section 2.06(f) and (vi) above shall be absolute, unconditional and irrevocable irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (A) (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any term or provision of any of the foregoingtherein, (ii) any draft or other document presented under a Letter of Credit being proving to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, (iii) payment by any Issuing Lender under a Letter of Credit against presentation of a draft or failing to other document that does not comply strictly with the terms of such Letter of Credit Credit, (iv) at any time or from time to time, without notice to any Borrower or any other Person, the time for any performance of or compliance with any of such reimbursement obligations of any other Borrower shall be waived, extended or renewed, (iiiv) any loss or delay, including in the transmission of such reimbursement obligations of any documentother Borrower shall be amended or otherwise modified in any respect, or the Guarantee of any of such reimbursement obligations or any security therefor shall be released, substituted or exchanged in whole or in part or otherwise dealt with, (Bvi) any lien or security interest granted to, or in favor of, the Administrative Agent or any of the Lenders as security for any of such reimbursement obligations shall fail to be perfected, (vii) the occurrence of any Default, (viii) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case proceedings of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth type described in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive7(g) or (iih) with respect to any other Loan Party, (ix) any adverse change in the condition (financial lack of validity or otherwise) enforceability of any Credit Party and (D) of such reimbursement obligations against any other act Loan Party, or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person 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 clause (vii)Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of any obligation Borrower hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Lenders, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the Issuing Lender thereof or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Lender of such Letter of Credit; provided that the foregoing shall not be construed to excuse such Issuing Lender from liability to any Borrower or to any Lender which has funded its participation hereunder in such Letter of Credit to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Loan Parties and the Lenders to the extent permitted by applicable law) suffered by any Borrower or any Revolving such Lender, as the case may be, that are caused by such Issuing Lender’s failure to exercise the standard of care agreed hereunder to be applicable when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that such standard of care shall be as follows, and that such Issuing Lender hereunder. No provision hereof shall be deemed to waive have exercised such standard of care in the absence of gross negligence or limit the Borrower’s right to seek repayment willful misconduct on its part (as determined by a court of any payment competent jurisdiction by final and nonappealable judgment): Table of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.Contents

Obligations Absolute. The obligation of Borrower to reimburse the applicable Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (vLenders under Section 2.4(e) and (vi) above shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring Credit or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, this Agreement; (ii) the existence of any claim, set-off, defense or other right which Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), such Issuing Bank, Lender or any other Person or, in the case of a Lender, against Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by such Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document which does not comply with the terms of such Letter of Credit or Credit; (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iiv) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any of its Subsidiaries; (vi) any breach hereof or any other Credit Party and Document by any party thereto; (Dvii) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing, that might, but for ; (viii) any adverse change in the provisions of this clause (vii), constitute a legal relevant exchange rates or equitable discharge of any obligation in the availability of the relevant Alternative Currency to Borrower or any Revolving Lender hereunderSubsidiary or in the relevant currency markets generally; or (ix) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, that the foregoing shall not be construed to excuse such Issuing Bank under the applicable Letter of Credit from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. No provision hereof The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of such Issuing Bank under the circumstances in question as determined by a final, non-appealable judgment of a court of competent jurisdiction, such Issuing Bank shall be deemed to waive or limit have exercised care in each such determination. In furtherance of the Borrower’s right foregoing and without limiting the generality thereof, the parties agree that, with respect to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable L/C Reimbursement Agreement 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 applicable lawinformation 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.

Obligations Absolute. The obligation of Borrower to reimburse an Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Revolving Lenders pursuant to Section 2.3(d) and the obligations of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (vsuch Lenders under Section 2.3(e) and (vi) above shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, ; (ii) the existence of any claim, set-off, defense or other right that Borrower or any Revolving Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), such Issuing Bank, any other Lender or any other Person or, in the case of a Lender, against Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by such Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document that does not substantially comply with the terms of such Letter of Credit or Credit; (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iiv) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any Credit Party and of its Subsidiaries; (Dvi) any breach hereof or any other Loan Document by any party thereto; (vii) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided that, that mightin each case, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer by such Issuing Bank under the terms applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of such Issuing Bank under the applicable L/C Reimbursement Agreement or applicable lawcircumstances in question, as finally determined by a court of competent jurisdiction in a nonappealable decision.

Obligations Absolute. The obligations of the Borrower Borrowers and the Revolving Lenders, as applicable, Lenders pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 2.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower Borrowers or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s Borrowers’ right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.

Obligations Absolute. The obligations Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above this Section 2.06 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of any Letter of Credit or this Agreement, or any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoingtherein, (ii) any draft or other document presented under a Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; or failing any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit, (iii) payment by the Issuing Bank that issued a Letter of Credit 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 any payment made by the Issuing Bank that issued a Letter of Credit under a Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or (iii) other representative of or successor to any loss beneficiary or delayany transferee of such Letter of Credit, including any arising in the transmission of connection with any documentproceeding under any applicable law with respect to any Bankruptcy Event, (Biv) the existence of any setoff, claim, abatementcounterclaim, recoupmentsetoff, defense or other right that the Borrower or any Person (including any Credit Party) Subsidiary may have at any time against the any beneficiary or any transferee of any such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any Issuing Bank or any other Person, whether in connection with any Loan Document this Agreement, the transactions contemplated hereby or by such Letter of Credit or any other Contractual Obligation agreement or instrument relating thereto, or any unrelated transaction, (v) waiver by any Issuing Bank of any requirement that exists for such Issuing Bank's protection and not the protection of the Borrower or any waiver by such Issuing Bank which does not in fact materially prejudice the Borrower; (vi) honor of a demand for payment presented electronically even if such Letter of Credit required that demand be in the form of a draft; (vii) any payment made by any Issuing Bank in respect of an otherwise complying item presented after the date specified as the expiration date of, or the existence date by which documents must be received under such Letter of any other withholdingCredit if presentation after such date is authorized by the UCC, abatement the ISP or reductionthe UCP, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) as applicable; or (iiviii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section 2.06, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any obligation claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against each Issuing Bank and its correspondents unless such notice is given as aforesaid. Neither the Administrative Agent, the Lenders nor the Issuing Bank that issued a Letter of Credit, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the Borrower circumstances referred to in the preceding sentence), or any Revolving Lender hereundererror, 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, any error in translation or any consequence arising from causes beyond the control of such Issuing Bank; provided that nothing in this Section 2.06 shall be construed to excuse such Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit issued by such Issuing Bank comply with the terms thereof. No provision hereof The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of the Issuing Bank that issued a Letter of Credit (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit issued by an Issuing Bank, such Issuing Bank may, in its sole discretion, replace a purportedly lost, stolen, or destroyed original Letter of Credit issued by such Issuing Bank or missing amendment thereto with a certified true copy marked as such or waive a requirement for its presentation either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or limit information to the contrary and without regard to any non-documentary condition in such Letter of Credit, 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. Without limiting the foregoing, neither the Administrative Agent, the Lenders nor the Issuing Bank that issued a Letter of Credit, nor any of their Related Parties, shall have any liability or responsibility by reason of (i) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (ii) an Issuing Bank declining to take-up documents and make payment (A) against documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor or (B) following the Borrower’s right waiver of discrepancies with respect to seek repayment such documents or request for honor of any payment such documents or (iii) an Issuing Bank retaining proceeds of any L/C Reimbursement Obligations from the L/C Issuer under the terms a Letter of the Credit based on an apparently applicable L/C Reimbursement Agreement attachment order, blocking regulation, or applicable lawthird-party claim notified to such Issuing Bank.

Obligations Absolute. The obligations Each Euro Tranche C-5 Term Loan Borrower hereby waives, for the benefit of the Borrower and the Revolving LendersSecured Parties: (a) any right to require any Secured Party, as applicablea condition of payment or performance by such Euro Tranche C-5 Term Loan Borrower, pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of proceed against any term or provision in any Letter of Creditother Euro Tranche C-5 Term Loan Borrower, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person guarantor (including any Credit Partyother Guarantor) may have against of the beneficiary of any Letter of Credit Obligations or any other Person, whether in connection with (ii) proceed against or exhaust 148 any security held from any other Euro Tranche C-5 Term Loan Document Borrower, any guarantor or any other Contractual Obligation Person, (iii) proceed against or transaction, have resort to any balance of any Deposit Account (as defined in the Pledge and Security Agreement) or credit on the existence books of any Secured Party in favor of any other withholdingEuro Tranche C-5 Term Loan Borrower or any other Person, abatement or reduction, (Civ) pursue any other remedy in the case power of any Secured Party whatsoever; (b) any defense arising by reason of the obligations incapacity, lack of authority or any disability or other defense of any Revolving Lenderother Euro Tranche C-5 Term Loan Borrower or any Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any other Euro Tranche C-5 Term Loan Borrower or any Guarantor from any cause other than payment in full of the Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (i) the failure any principles or provisions of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial law, statutory or otherwise) of , which are or might be in conflict with the terms hereof and any Credit Party and (D) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of such Euro Tranche C-5 Term Loan Borrower’s obligations hereunder, (ii) the benefit of any obligation statute of limitations affecting such Euro Tranche C-5 Term Loan Borrower’s liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or under the Treasury Management Agreements, Secured Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Borrower Obligations or any Revolving Lender hereunder. No provision hereof shall agreement related thereto, notices of any extension of credit to the Euro Tranche C-5 Term Loan Borrowers and notices of any of the matters referred to in Section 4.02 and any right to consent to any thereof; and (g) any defenses or benefits that may be deemed to waive derived from or afforded by law which limit the Borrower’s right to seek repayment liability of any payment of any L/C Reimbursement Obligations from the L/C Issuer under or exonerate guarantors or sureties, or which may conflict with the terms of the applicable L/C Reimbursement Agreement or applicable lawhereof.

Obligations Absolute. The Account Parties' joint and several obligations to reimburse LC Disbursements in respect of the Borrower and the Revolving Lenders, any Non-Syndicated Letter of Credit as applicable, pursuant to clauses provided in paragraph (iv), (vg) and (vi) above of this Section 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of any Non-Syndicated Letter of Credit, or any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoingtherein, (ii) any draft or other document presented under a Non-Syndicated Letter of Credit being proving to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, (iii) payment by the Issuing Lender under a Non-Syndicated Letter of Credit against presentation of a draft or failing to other document that does not comply strictly with the terms of such Non-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 Non-Syndicated Letter of Credit), (iiiiv) at any time or from time to time, without notice to any Account Party, the time for any performance of or compliance with any of such reimbursement obligations of any other Account Party being waived, extended or renewed, (v) any loss or delay, including in the transmission of such reimbursement obligations of any documentother Account Credit Agreement Party being amended or otherwise modified in any respect, or any guarantee of any of such reimbursement obligations being released, substituted or exchanged in whole or in part or otherwise dealt with, (Bvi) the occurrence of any Default, (vii) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case proceedings of the obligations of any Revolving Lender, type described in clause (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waiveg) or (iih) of Article VIII with respect to any other Account Party or any guarantor of any of such reimbursement obligations, (viii) any adverse change in the condition (financial lack of validity or otherwise) enforceability of any Credit Party and (D) of such reimbursement obligations against any other act Account Party or omission to act or delay any guarantor of any kind of L/C Issuersuch reimbursement obligations, Agent, any Lender or any other Person or (ix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section, constitute a legal or equitable discharge of the obligations of any obligation Account Party hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Lender, nor any of their respective Related Parties, shall have any liability or responsibility by reason of or in connection with the payment or failure to make any payment under a Non-Syndicated Letter of Credit (irrespective of any of the Borrower circumstances referred to in the preceding sentence) as a result of determining whether drafts or other documents presented under a Non-Syndicated Letter of Credit comply with the terms thereof, or any Revolving Lender hereunder. No provision hereof shall be deemed to waive error, omission, interruption, loss or limit the Borrower’s right to seek repayment delay in transmission or delivery of any payment draft, notice or other communication under or relating to any Non-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 the control of an Issuing Lender; provided that the foregoing shall not be construed to excuse the Administrative Agent or a Lender from liability to the Account Parties to the extent of any L/C Reimbursement Obligations from direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the L/C Issuer Account Parties to the extent permitted by applicable law) suffered by the Account Parties that are caused by the gross negligence or willful misconduct of the Administrative Agent or a Lender when determining whether drafts and other documents presented under a Non-Syndicated Letter of Credit comply with the terms of the applicable L/C Reimbursement Agreement or applicable law.thereof. The parties hereto expressly agree that:

Obligations Absolute. The obligations Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of the Borrower and the Revolving Lenders, as applicable, pursuant to clauses (iv), (v) and (vi) above shall be this Section 2.05 is 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 (A) (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, this Agreement or any document transferring or purporting to transfer a Letter of Credit, any other Loan Document (including the sufficiency of any such instrument)Document, or any modification to any term or provision of any of the foregoingherein or therein, (ii) any exchange, change, waiver, release or impairment of any Collateral for, or any other Person’s guarantee of or other liability for, any of the Secured Obligations, (iii) the existence of any claim, set off, defense or other right which Holdings, the Borrower, any of their respective Subsidiaries or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the applicable Issuing Bank, any Lender or any other Person or, in the case of a Lender, against the Borrower or any other Loan Party, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Holdings, the Borrower or one or more of its Subsidiaries and the beneficiary for which any Letter of Credit was procured), (iv) any draft or other document presented under a Letter of Credit being proving to be forged, fraudulent, invalid, insufficient fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect respect, (v) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or failing to other document that does not comply with the terms of such Letter of Credit (provided that the Borrower shall not be obligated to reimburse such LC Disbursements unless payment is made against presentation of a draft or (iii) any loss or delay, including in other document that at least substantially complies with the transmission terms of any documentsuch Letter of Credit), (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (iivi) any adverse change in the business, operations, properties, assets or condition (financial or otherwise) of Holdings or any Credit Party and of its Subsidiaries, (Dvii) any other act or omission to act or delay of any kind of L/C Issuer, Agent, any Lender breach hereof or any other Person Loan Document by any party hereto or thereto, (viii) the fact that a Default or an Event of Default shall have occurred and be continuing or (ix) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii)Section 2.05, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. As between the Borrower and any Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by such Issuing Bank and the proceeds thereof, by the respective beneficiaries of such Letters of Credit or any assignees or transferees thereof. In furtherance and not in limitation of the foregoing none of the Administrative Agent, the Lenders, the Issuing Banks or any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any obligation Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the Borrower circumstances referred to in the preceding sentence), or any Revolving Lender hereundererror, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Banks; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s gross negligence, bad faith or willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (as determined by a court of competent jurisdiction in a final, non-appealable judgment). No provision hereof In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, 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, and any such acceptance or refusal shall be deemed not to waive constitute gross negligence, bad faith or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable lawwillful misconduct.

Obligations Absolute. The obligations obligation of the Borrower to reimburse each Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.20(d) and the Revolving Lenders, as applicable, pursuant to clauses (iv), (vobligations of Lenders under Section 2.20(e) and (vi) above shall be absolute, unconditional and irrevocable and performed shall be paid strictly in accordance with the terms hereof under all circumstances including any of this Agreement irrespective of (A) the following circumstances: (i) the invalidity any lack of validity or unenforceability enforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, ; (ii) the existence of any claim, set off, defense or other right which the Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), any Issuing Bank, any Lender or any other Person or, in the case of a Lender, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one of its Subsidiaries and the beneficiary(ies) for which any Letter of Credit was procured); (iii) any draft or other document presented under a any Letter of Credit being proving to be forged, fraudulent, invalid, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect; (iv) payment by the applicable Issuing Bank under any Letter of Credit against presentation of a draft or failing to other document which does not substantially comply with the terms of such Letter of Credit or Credit; (iiiv) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Pursuant to 17 C.F.R. Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any 200.83 adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower or any Subsidiaries or any other Person; (vi) any breach hereof or any other Loan Document by any party hereto or thereto; (vii) any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit Party is subject (including Rule 3.13 and Rule 3.14 of ISP 98) permits a drawing to be made under such Letter of Credit after the expiration thereof or after the expiration or termination of the Commitments, (Dviii) any other act circumstance or omission to act or delay of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance happening whatsoever, whether or not similar to any of the foregoing, ; or (ix) the fact that might, but for the provisions an Event of this clause (vii), constitute Default or a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof Default shall have occurred and be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable lawcontinuing.

Obligations Absolute. The Although Borrower and its Subsidiaries, other than the Excluded Subsidiaries, are liable in solido for the payment and performance of all Obligations pursuant to Section 1.4, the obligations of each Subsidiary, other than the Borrower Excluded Subsidiaries, shall, with respect to all Obligations under this Agreement other than the repayment of any draws under Letters of Credit issued in such Subsidiary's name, be deemed those of a guarantor, and the Revolving LendersObligations of Borrower shall, with respect to the repayment of draws on Letters of Credit issued in a Subsidiary's name, likewise be deemed those of a guarantor. Each party's liability for the Obligations, whether as applicablea primary obligor or as a guarantor, pursuant is, however, absolute and shall not be affected by, modified or impaired upon the happening from time to clauses time of any event, including, without limitation, any of the following, whether or not such event shall occur with notice to, or the consent of, the party affected: (i) the waiver, surrender, compromise, settlement, discharge, release or termination of any portion of the Obligations, (ii) the bankruptcy, other insolvency, dissolution or liquidation of any other party liable on the Obligations, (iii) the discharge or release of any other party liable on the Obligations from its liability to pay or perform such Obligations (whether with Banks' consent or otherwise), (iv)) the release of any Collateral securing the Obligations, (v) and Banks' taking or failing to take any action referred to in any Loan Document, or any other documents executed in connection therewith or evidencing any other portion of the Obligations or (vi) above shall be absoluteany failure, unconditional and irrevocable and performed strictly omission, delay or lack of diligence on the part of Banks in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity enforcement, assertion or unenforceability exercise of any term right, power or provision remedy conferred on Banks in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument)Document, or any modification other documents executed in connection therewith or evidencing any portion of the Obligations, or the inability of Banks to enforce any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient such documents or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or Obligations for any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transactionreason, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 3.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay on the part of any kind of L/C Issuer, Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable lawBanks.