Common use of Duties of Administrative Agent as Issuing Lender Clause in Contracts

Duties of Administrative Agent as Issuing Lender. Administrative Agent agrees with each Lender that it will exercise and give the same care and attention to each LC as it gives to its other letters of credit, and Administrative Agent's sole liability to each Lender with respect to such LCs (other than liability arising from the gross negligence or willful misconduct of Administrative Agent) shall be to distribute promptly to each Lender who has acquired a participating interest therein such Lender's ratable portion of any payments made to Administrative Agent by Borrower pursuant to SECTION 2.3(c). Each Lender and Borrower agree that, in paying any demand for payment or drawing under any LC, Administrative Agent shall not have any responsibility to obtain any document (other than any documents required by the respective LC) or to ascertain or inquire as to any document's validity, enforceability, sufficiency, accuracy, or genuineness, or the authority of any Person delivering any such document. Administrative Agent, Lenders, and their respective representatives shall not be liable to any other Lender or Borrower or any of its Subsidiaries for the use which may be made of any LC or for any acts or omissions of any beneficiary thereof. Any action, inaction, error, delay, or omission taken or suffered by Administrative Agent or any of its representatives under or in connection with any LC, applicable demands for payment or drawing, or documents relating thereto, or the transmission, dispatch, or delivery of any message or advice related thereto, if in good faith and in conformity with such Laws as Administrative Agent or any of its representatives may deem applicable and in accordance with the standards of care specified in the Uniform Customs and Practice for Documentary Credits issued by the International Chamber of Commerce, as in effect on the date of issue of such LC, shall be binding upon the Borrower and its Subsidiaries and Lenders and shall not place Administrative Agent or any of its representatives under any resulting liability to Borrower or any of its Subsidiaries or any Lender.

Duties of Administrative Agent as Issuing Lender. Administrative Agent agrees with each Revolver Lender that it will exercise and give the same care and attention to each LC as it gives to its other letters of credit, and credit . Administrative Agent's sole liability to each Revolver Lender with respect to such LCs (other than liability arising from the gross negligence or willful misconduct of Administrative Agent) shall be to distribute promptly to each Revolver Lender who has acquired a participating interest therein such Revolver Lender's ratable portion of any payments made to Administrative Agent by Borrower pursuant to SECTION 2.3(cSection 2.5(d). Each Revolver Lender and Borrower agree that, in paying any demand for payment or drawing draw under any LC, Administrative Agent shall not have any responsibility to obtain any document (other than any documents required by the respective LC) or to ascertain or inquire as to any document's validity, enforceability, sufficiency, accuracy, or genuineness, genuineness or the authority of any Person delivering any such document. Administrative Agent, Revolver Lenders, and their respective representatives Representatives shall not be liable to any other Lender or Borrower or any of its Subsidiaries Company for the any LCs use which may be made of any LC or for any beneficiary's acts or omissions of any beneficiary thereofomissions. Any action, inaction, error, delay, or omission taken or suffered by Administrative Agent or any of its representatives Representatives under or in connection with any LC, applicable demands for payment drafts or drawing, or documents relating theretodocuments, or the transmission, dispatch, or delivery of any related message or advice related theretoadvice, if in good faith and in conformity with such Laws as Administrative Agent or any of its representatives Representatives may deem applicable and in accordance with the standards of care specified in the Uniform Customs and Practice for Documentary Credits issued by the International Chamber of Commerce, as in effect on the date of issue of such LC, shall be binding upon the Borrower and its Subsidiaries Companies and Lenders and shall not place Administrative Agent or any of its representatives Representatives under any resulting liability to Borrower or any of its Subsidiaries Company or any Lender.

Duties of Administrative Agent as Issuing Lender. Administrative Agent agrees with each Revolver Lender that it will exercise and give the same care and attention to each LC as it gives to its other letters of credit, and . Administrative Agent's sole liability to each Revolver Lender with respect to such LCs (other than liability arising from the gross negligence or willful misconduct of Administrative Agent) shall be to distribute promptly to each Revolver Lender who has acquired a participating interest therein such Revolver Lender's ratable portion of any payments made to Administrative Agent by Borrower pursuant to SECTION 2.3(cSection 2.5(d). Each Revolver Lender and Borrower agree that, in paying any demand for payment or drawing draw under any LC, Administrative Agent shall not have any responsibility to obtain any document (other than any documents required by the respective LC) or to ascertain or inquire as to any document's validity, enforceability, sufficiency, accuracy, or genuineness, genuineness or the authority of any Person delivering any such document. Administrative Agent, Revolver Lenders, and their respective representatives Representatives shall not be liable to any other Lender or Borrower or any of its Subsidiaries Company for the any LCs use which may be made of any LC or for any beneficiary's acts or omissions of any beneficiary thereofomissions. Any action, inaction, error, delay, or omission taken or suffered by Administrative Agent or any of its representatives Representatives under or in connection with any LC, applicable demands for payment drafts or drawing, or documents relating theretodocuments, or the transmission, dispatch, or delivery of any related message or advice related theretoadvice, if in good faith and in conformity with such Laws as Administrative Agent or any of its representatives Representatives may deem applicable and in accordance with the standards of care specified in the Uniform Customs and Practice for Documentary Credits issued by the International Chamber of Commerce, as in effect on the date of issue of such LC, shall be binding upon the Borrower and its Subsidiaries Companies and Lenders and shall not place Administrative Agent or any of its representatives Representatives under any resulting liability to Borrower or any of its Subsidiaries Company or any Lender.

Duties of Administrative Agent as Issuing Lender. Administrative Agent agrees with each Lender that it will exercise and give the same care and attention to each LC as it gives to its other letters of credit, and . Administrative Agent's sole liability to each Lender with respect to such LCs (other than liability arising from the gross negligence or willful misconduct of Administrative Agent) shall be to distribute promptly to each Lender who has acquired a participating interest therein such Lender's ratable portion of any payments made to Administrative Agent by Borrower pursuant to SECTION Section 2.3(c). Each Lender and Borrower agree that, in paying any demand for payment or drawing draw under any LC, Administrative Agent shall not have any responsibility to obtain any document (other than any documents required by the respective LC) or to ascertain or inquire as to any document's validity, enforceability, sufficiency, accuracy, or genuineness, genuineness or the authority of any Person delivering any such document. Administrative Agent, Lenders, and their respective representatives Representatives shall not be liable to any other Lender or Borrower or any of its Subsidiaries Loan Party for the any LCs use which may be made of any LC or for any beneficiary's acts or omissions of any beneficiary thereofomissions. Any action, inaction, error, delay, or omission taken or suffered by Administrative Agent or any of its representatives Representatives under or in connection with any LC, applicable demands for payment drafts or drawing, or documents relating theretodocuments, or the transmission, dispatch, or delivery of any related message or advice related theretoadvice, if in good faith and in conformity with such Laws as Administrative Agent or any of its representatives Representatives may deem applicable and in accordance with the standards of care specified in the Uniform Customs and Practice for Documentary Credits issued by the International Chamber of Commerce, as in effect on the date of issue of such LC, shall be binding upon the Borrower and its Subsidiaries Loan Parties and Lenders and shall not place Administrative Agent or any of its representatives Representatives under any resulting liability to Borrower or any of its Subsidiaries Loan Party or any Lender.