Common use of Nature of Lender's Duties Clause in Contracts

Nature of Lender's Duties. As between Agent and Lenders, on the one hand, and Borrower, on the other hand, Borrower assumes all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent nor any Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any Lender Letter of Credit, Agent or Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. As between Agent and Lendersany Lender that issues a Lender Letter of Credit (an "Issuing Lender"), on the one hand, and Borrower, all Lenders on the other hand, Borrower assumes all Lenders assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent nor any Issuing Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any such Lender Letter of Credit, Agent or any Issuing Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any such Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. As between Agent and Lendersany Lender that issues a Lender Letter of Credit (an “Issuing Lender”), on the one hand, and Borrower, all Lenders on the other hand, Borrower assumes all Lenders assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent nor any Issuing Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any such Lender Letter of Credit, Agent or any Issuing Lender has not acted with gross negligence or willful misconduct (as determined by a final non-appealable order by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any such Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. As between Agent and Lenders, on the one hand, Borrower and each Lender and Borrower, on the other hand, Borrower assumes all risks of the acts and omissions of, or misuse of any Lender Letter of Credit or Risk Participation Agreement by the beneficiary thereofbeneficiaries of any Lender Letter of Credit or Risk Participation Agreement. In furtherance and not in limitation of the foregoing, neither Agent nor any Lender shall be responsible: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender Letter of CreditCredit or Risk Participation Agreement, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender Letter of Credit or Risk Participation Agreement 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; (ciii) for failure of the beneficiary of any Lender Letter of Credit or Risk Participation Agreement to comply fully with conditions required in order to demand payment thereunderunder such Lender Letter of Credit or Risk Participation Agreement; provided that, in the case of any payment by Agent or any Lender under any Lender Letter of CreditCredit or Risk Participation Agreement, Agent or Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit or Risk Participation Agreement complies on its face with any applicable requirements for a demand for payment thereunderunder such Lender Letter of Credit or Risk Participation Agreement; (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (ev) for errors in interpretation of technical terms; (fvi) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Lender Letter of CreditCredit or Risk Participation Agreement or of the proceeds thereof; (gvii) for the credit of the proceeds of any drawing under any Lender Letter of CreditCredit or Risk Participation Agreement; and (hviii) for any consequences arising from causes beyond the control of Agent or any Lender as the case may beLender. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder. In furtherance and extension of and not in limitation of, the specific provisions hereinabove set forth, any action taken or omitted by Agent or any Lender under or in connection with any Lender Letter of Credit or Risk Participation Agreement, if taken or omitted in good faith, shall not put Agent or any Lender under any resulting liability to Borrower.

Nature of Lender's Duties. As between Agent and Lendersany Lender that issues a Lender Letter of Credit (an "Issuing Lender"), on the one hand, and Borrower, all Lenders on the other hand, Borrower assumes all Lenders assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent nor any Issuing Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any such Lender Letter of Credit, Agent or any Issuing Lender has not acted with gross negligence or willful misconduct (as determined by a final non-appealable order by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any such Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. As between Agent and Lendersany Issuing Lender, on the one hand, and Borrower, all Lenders on the other hand, Borrower assumes all Lenders assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Collateral Agent nor any Issuing Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any Lender such Letter of Credit, Agent or any Issuing Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Lender such Letter of Credit; (g) for the credit of the proceeds of any drawing under any Lender such Letter of Credit; and (h) for any consequences arising from causes beyond the control of Collateral Agent or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. As between Agent and Lenders, on the one hand, and Borrower, on the other hand, Borrower assumes all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent nor any Lender shall be responsibleresponsible for the following, other than as a result of such Lender's or Agent's willful misconduct or gross negligence: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any Lender Letter of Credit, Agent or Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. As between Agent the Issuer and LendersBorrower and Agent, on the one hand, each Lender and Borrower, on the other hand, Borrower assumes all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereofbeneficiaries of any Lender Letter of Credit. In furtherance and not in limitation of the foregoing, neither the Issuer, Agent nor any Lender shall be responsible: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; PROVIDED that the Issuer has not acted with gross negligence or willful misconduct (bas determined by a court of competent jurisdiction) in determining (if and to the extent required by the Lender Letter of Credit and the application therefor) that such document is not fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (ciii) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunderunder such Lender Letter of Credit; provided PROVIDED that, in the case of any payment by Agent or any Lender the Issuer under any Lender Letter of Credit, Agent or Lender the Issuer has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunderunder such Lender Letter of Credit; (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (ev) for errors in interpretation of technical terms; (fvi) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Lender Letter of CreditCredit or of the proceeds thereof; (gvii) for the credit of the proceeds of any drawing under any Lender Letter of Credit; and (hviii) for any consequences arising from causes beyond the control of the Issuer, Agent or any Lender as the case may beLender. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder. In furtherance and extension of and not in limitation of, the specific provisions hereinabove set forth, any action taken or omitted by Agent or any Lender under or in connection with any Lender Letter of Credit, if taken or omitted in good faith, shall not put the Issuer, Agent or any Lender under any resulting liability to Borrower.

Nature of Lender's Duties. As between Agent and Lenders, on the one hand, and BorrowerBorrowers, on the other hand, Borrower assumes Borrowers assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent nor any Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any Lender Letter of Credit, Agent or Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. As between Collateral Monitoring Agent and Lenders, on the one hand, and BorrowerBorrowers, on the other hand, Borrower assumes Borrowers assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Collateral Monitoring Agent nor any Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Collateral Monitoring Agent or any Lender under any Lender Letter of Credit, Collateral Monitoring Agent or Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Collateral Monitoring Agent or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Collateral Monitoring Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. (a) As between the Administrative Agent and Lendersany Lender and the Borrowers, on the one hand, and Borrower, on the other hand, Borrower assumes Borrowers assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereofbeneficiaries of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law, neither the Administrative Agent nor any Lender shall be responsible: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party (other than the Administrative Agent or such Lender, as the case may be) in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (ciii) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; under such Letter of Credit, provided that, in the case of any payment by the Administrative Agent or any Lender under any Lender Letter of CreditCredit or guaranty thereof, the Administrative Agent or Lender has not acted with shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment thereunderunder such Letter of Credit or guaranty thereof; (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in ciphercipher (other than to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Lender, as the case may be); (ev) for errors in interpretation of technical termsterms based on knowledge or lack of knowledge of any usage of any particular trade; (fvi) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Lender Letter of CreditCredit or guaranty thereof or of the proceeds thereof (other than to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Lender, as the case may be); (gvii) for the credit of the proceeds of any drawing under any Lender Letter of CreditCredit or guaranty thereof; and (hviii) for any consequences arising from causes beyond the control of the Administrative Agent or any Lender as the case may beLender. None of the above shall affect, impair, or prevent the vesting of any of the Administrative Agent's or any Lender's rights or powers hereunderhereunder or under this Agreement.

Nature of Lender's Duties. As between Agent and Lendersany Lender that ------------------------- issues a Lender Letter of Credit (an "Issuing Lender"), on the one hand, and Borrower, all Lenders on the other hand, Borrower assumes all Lenders assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent nor any Issuing Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any -------- such Lender Letter of Credit, Agent or any Issuing Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any such Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. As between Agent and Lendersany Lender that issues a Lender Letter of Credit (an "Issuing Lender"), on the one hand, and Borrower, all Lenders on the other hand, Borrower assumes all Lenders assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent Agents nor any Issuing Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any such Lender Letter of Credit, Agent or any Issuing Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any such Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent Agents or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. (a) As between the Administrative Agent and Lendersany Lender and the Borrowers, on the one hand, and Borrower, on the other hand, Borrower assumes Borrowers assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereofbeneficiaries of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law, neither the Administrative Agent nor any Lender shall be responsible: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party (other than the Administrative Agent or such Lender, as the case may be) in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all -42- respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (ciii) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; under such Letter of Credit, provided that, in the case of any payment by the Administrative Agent or any Lender under any Lender Letter of CreditCredit or guaranty thereof, the Administrative Agent or Lender has not acted with shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment thereunderunder such Letter of Credit or guaranty thereof; (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in ciphercipher (other than to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Lender, as the case may be); (ev) for errors in interpretation of technical termsterms based on knowledge or lack of knowledge of any usage of any particular trade; (fvi) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Lender Letter of CreditCredit or guaranty thereof or of the proceeds thereof (other than to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Lender, as the case may be); (gvii) for the credit of the proceeds of any drawing under any Lender Letter of CreditCredit or guaranty thereof; and (hviii) for any consequences arising from causes beyond the control of the Administrative Agent or any Lender as the case may beLender. None of the above shall affect, impair, impair or prevent the vesting of any of the Administrative Agent's or any Lender's rights or powers hereunderhereunder or under this Agreement.

Nature of Lender's Duties. As between Agent and Lenders, on the one hand, and BorrowerBorrowers, on the other hand, Borrower assumes Borrowers assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent nor any Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any Lender Letter of Credit, Agent or Lender has not acted in bad faith or with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. As between Agent the Issuing Banks, Agents and Lenders, on the one hand, and BorrowerBorrowers, on the other hand, Borrower assumes Borrowers assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither any Issuing Bank, any Agent nor any Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender Issuing Bank, under any Lender Letter of Credit, Agent or Lender such Issuing Bank has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may beIssuing Bank. None of the above shall affect, impair, or prevent the vesting of any of any Issuing Bank's, any Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. As between Agent Agent, any Lender that ------------------------- issues a Lender Letter of Credit (each, an "Issuing Lender") and all other -------------- Lenders, on the one hand, and Borrower, Borrowers on the other hand, Borrower assumes Borrowers assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent nor any Issuing Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any -------- such Lender Letter of Credit, Agent or Lender the Issuing Lender, as applicable, has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any such Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender Issuing Lender, as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. In addition to amounts payable as elsewhere provided in this Agreement, Borrower hereby agrees to pay and protect, indemnify, and save harmless Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including attorneys’ fees and allocated costs of internal counsel) which Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or Eligible Trade L/C, or (ii) the failure of Agent, any Lender or such L/C Issuer seeking indemnification to honor a demand for payment under any Letter of Credit Obligation or Eligible Trade L/C Obligation as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Agent or such Lender (as finally determined by a court of competent jurisdiction). Nothing herein contained shall be deemed to limit or expand the scope of any indemnity or release contained in any agreement between Borrower and the L/C Issuer. As between Agent and Lenders, on the one hand, any Lender and Borrower, on the other hand, Borrower assumes all risks of the acts and omissions of, or misuse of any Lender Letter of Credit or Eligible Trade L/C by the beneficiary thereof. beneficiaries of any Letter of Credit or Eligible Trade L/C. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither Agent nor any Lender shall be responsible: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Lender Letter of CreditCredit or Eligible Trade L/C, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; , (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender Letter of Credit or Eligible Trade L/C 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; (ciii) for failure of the beneficiary of any Lender Letter of Credit or Eligible Trade L/C to comply fully with conditions required in order to demand payment thereunderunder such Letter of Credit or Eligible Trade L/C or the failure of the L/C Issuer to require strict compliance with such conditions; provided that, in the case of any payment by Agent or of any Lender under any Lender Letter of CreditCredit Obligation or Eligible Trade L/C Obligation, Agent or Lender has not acted with shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under of such Lender Letter of Credit Obligation or Eligible Trade L/C Obligation thereof complies on its face with any applicable requirements for a demand for payment thereunderthereof; (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (ev) for errors in interpretation of technical terms; (fvi) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Lender Letter of CreditCredit or Eligible Trade L/C or of the proceeds thereof; (gvii) for the credit of the proceeds of any drawing under any Lender Letter of CreditCredit or Eligible Trade L/C; and (hviii) for any consequences arising from causes beyond the control of Agent or any Lender as the case may beAgent. None of the above shall affect, impair, or prevent the vesting of any of Agent's ’s or any Lender's ’s rights or powers hereunder.hereunder or under this Agreement. Nothing herein contained shall be deemed to waive or release any right or claim that Borrower may have against the L/C Issuer in its capacity as such. SCHEDULE C INTENTIONALLY OMITTED SCHEDULE D INTENTIONALLY OMITTED SCHEDULE E

Nature of Lender's Duties. In addition to amounts payable as elsewhere provided in this Section 2.11, each Borrower hereby agrees to protect, indemnify and save Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) which Lender may incur or be subject to as a consequence, direct or indirect, to the extent not caused by the gross negligence, bad faith or willful misconduct of Lender, its directors, officers, employees, agents or attorneys, of (1) the issuance of any Letter of Credit, or (2) the failure of Lender to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority. Without limiting the foregoing, Lender shall not have any obligation to ascertain whether the stated purpose of any requested Letter of Credit is permitted by this Agreement and shall not be liable for any Borrower's use of a Letter of Credit issued pursuant to the terms hereof in violation of Borrowers' covenants contained herein. As between Agent among each Borrower on one hand and Lenders, on the one hand, and Borrower, Lender on the other hand, each Borrower assumes all risks of the acts and omissions of, or misuse of any Lender Letter the Letters of Credit issued by Lender by the beneficiary thereofrespective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, neither Agent nor any Lender shall not be responsibleresponsible for: (a) for 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 Lender Letter such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender such Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any Lender draw upon such Letter of Credit, Agent or Lender has not acted with unless (i) such failure is material and substantive, and (ii) Lender's payment on such Letter of Credit constitutes gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereundermisconduct; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment drawing under any Lender such Letter of Credit or of the proceeds thereof; (g) the misapplication by the beneficiary of any such Letter of Credit; (g) for the credit of the proceeds of any drawing under any Lender Letter of Credit; and or (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may beLender. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by Lender under or in connection with the Letters of Credit issued by it or the related certificates, if (i) taken or omitted in good faith and (ii) substantially in accordance with the terms thereof, shall not put Lender under any resulting liability to Borrowers.

Nature of Lender's Duties. As between Agent In determining whether to honor any Drawing under any Letter of Credit, the Lender shall be responsible only to determine that the documents and Lenders, certificates required to be delivered under that Letter of Credit have been delivered and that they materially comply on their face with the one hand, and Borrower, on the other hand, requirements of that Letter of Credit. The Borrower otherwise assumes all risks of the acts and omissions of, or misuse of any Lender Letter the Letters of Credit issued by the beneficiary thereofLender by, the respective Beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, neither Agent nor any the Lender shall not be responsible: responsible (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effect effects of any document documents submitted by any party in connection with the application for and issuance of any Lender drawing honored under such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forgedforced; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender such Letter of Credit 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any Lender Letter of Credit, Agent or Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (diii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, telefacsimile or otherwise, whether or not they be in cipher; (eiv) for errors in interpretation of technical terms; (fv) for any loss or delay in the transmission or otherwise of any document required in order to make a payment drawing under any Lender such Letter of Credit, or the proceeds thereof; (gvi) for the credit misapplication by the Beneficiary of any such Letter of Credit or the proceeds of any drawing honored under any Lender such Letter of Credit; and (hvii) for any consequences arising from causes beyond the control of Agent or any Lender as the case may beLender. None of the above shall affect, impair, impair or prevent the vesting of any of Agent's or any the Lender's rights or powers hereunder. Not in limitation of the foregoing, any action taken or omitted to be taken by the Lender under or in connection with any Letter of Credit shall not create against the Lender any liability to the Borrower, except for actions or omissions resulting from the gross negligence or willful misconduct of the Lender or any of its agents or representatives.

Nature of Lender's Duties. In addition to amounts payable as elsewhere provided in this subsection, Borrower hereby agrees to protect, indemnify and save Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) which Lender may incur or be subject to as a consequence, direct or indirect, to the extent not caused by the gross negligence, bad faith or willful misconduct of Lender, its directors, officers, employees, agents or attorneys, of (1) the issuance of any Letter of Credit, or (2) the failure of Lender to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority. Without limiting the foregoing, Lender shall not have any obligation to ascertain whether the stated purpose of any requested Letter of Credit is permitted by this Agreement and shall not be liable for Borrower's use of a Letter of Credit issued pursuant to the terms hereof in violation of Borrower's covenants contained herein. As between Agent among Borrower on one hand and Lenders, on the one hand, and Borrower, Lender on the other hand, Borrower assumes all risks of the acts and omissions of, or misuse of any Lender Letter the Letters of Credit issued by Lender by the beneficiary thereofrespective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, neither Agent nor any Lender shall not be responsibleresponsible for: (a) for 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 Lender Letter such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender such Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any Lender draw upon such Letter of Credit, Agent or Lender has not acted with unless (i) such failure is material and substantive, and (ii) Lender's payment on such Letter of Credit constitutes gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereundermisconduct; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment drawing under any Lender such Letter of Credit or of the proceeds thereof; (g) the misapplication by the beneficiary of any such Letter of Credit; (g) for the credit of the proceeds of any drawing under any Lender Letter of Credit; and or (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may beLender. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by Lender under or in connection with the Letters of Credit issued by it or the related certificates, if (i) taken or omitted in good faith and (ii) substantially in accordance with the terms thereof, shall not put Lender under any resulting liability to Borrower.

Nature of Lender's Duties. As between Agent and Lenders, on the ------------------------- one hand, and Borrower, on the other hand, Borrower assumes all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent nor any Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any Lender Letter of Credit, Agent or Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. (a) In addition to amounts payable by Borrowers to Agent and Lenders as elsewhere provided in this Agreement, Borrowers, jointly and severally, hereby agree to pay and to protect, indemnify, and save harmless Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including attorneys' fees and, after and during the continuance of an Event of Default, allocated costs of internal counsel) which Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or guaranty thereof, or (ii) the failure of Agent or any Lender seeking indemnification or of any Issuing Bank to honor a demand for payment under any Letter of Credit or guaranty thereof as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Agent or such Lender (as finally determined by a court of competent jurisdiction). 1. (b) As between Agent and Lendersany Lender and Borrowers, on the one handBorrowers hereby, jointly and Borrowerseverally, on the other hand, Borrower assumes assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereofbeneficiaries of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither Agent nor any Lender shall be responsible: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (ciii) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunderunder such Letter of Credit; provided that, in the case of any payment by Agent or any Lender under any Lender Letter of CreditCredit or guaranty thereof, Agent or Lender has not acted with shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment thereunderunder such Letter of Credit or guaranty thereof; (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (ev) for errors in interpretation of technical terms; (fvi) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Lender Letter of CreditCredit or guaranty thereof or of the proceeds thereof; (gvii) for the credit application of the proceeds of any drawing under any Lender Letter of CreditCredit or guaranty thereof; and (hviii) for any consequences arising from causes beyond the control of Agent or any Lender as the case may beLender. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunderhereunder or under the other Loan Documents.

Nature of Lender's Duties. As between Agent Each of Lender and Lendersthe Borrower agree that, on in paying any drawing under a Letter of Credit, the one handLender and Underlying Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Lender nor the Underlying Issuer nor their respective officers, directors, employees, agents, attorneys, and Borrowerattorneys-in-fact nor any of their respective correspondents, on participants or assignees shall be liable for (i) any action taken or omitted in the absence of a breach of this Agreement, violation of applicable law, gross negligence or willful misconduct; (ii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other handcommunication under or relating to any Letter of Credit or any error in interpretation of technical terms; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts and or omissions of, or misuse of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Lender nor the Underlying Issuer nor their respective officers, directors, employees, agents, attorneys, and attorneys-in-fact nor any of their correspondents, participants or assignees shall be liable or responsible for any of the matters described in clauses (a) through (e) of Section 4 of this Annex; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the Lender, and the Lender may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the Lender’s breach of this Agreement, violation of applicable law, willful misconduct or gross negligence or the Lender’s or Underlying Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary thereofof a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, neither Agent nor any the Lender shall or Underlying Issuer may accept documents that appear on their face to be responsible: (a) in order, without responsibility for the formfurther investigation, validity, sufficiency, accuracy, genuineness or legal effect regardless of any document by any party notice or information to the contrary (or the Lender or Underlying Issuer may refuse to accept and make payment upon such documents if such documents are not in connection strict compliance with the application for and issuance terms of any Lender such Letter of Credit), even if it should in fact prove to and the Lender or Underlying Issuer shall not be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any Lender Letter of Credit, Agent or Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. As between Agent and Lenders, Lender on the one hand, and BorrowerBorrowers, on the other hand, Borrower assumes Borrowers assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by by, the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent nor any Lender shall not be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any Lender Letter of Credit, Agent or either (x) Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunderthereunder or (y) the documents presented under such letter of credit substantially comply with the terms of such letter of credit; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may beLender. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. In addition to ------------------------------------------- amounts payable as elsewhere provided in the Agreement, Borrower hereby agrees to pay and protect, indemnify, and save harmless Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including attorneys' fees and allocated costs of internal counsel) which Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or Eligible Trade L/C, or (ii) the failure of Agent, any Lender or such L/C Issuer seeking indemnification to honor a demand for payment under any Letter of Credit Obligation or Eligible Trade L/C Obligation as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Agent or such Lender (as finally determined by a court of competent jurisdiction). Nothing herein contained shall be deemed to limit or expand the scope of any indemnity or release contained in any agreement between Borrower and the L/C Issuer. As between Agent and Lenders, on the one hand, any Lender and Borrower, on the other hand, Borrower assumes all risks of the acts and omissions of, or misuse of any Lender Letter of Credit or Eligible Trade L/C by the beneficiary thereof. beneficiaries of any Letter of Credit or Eligible Trade L/C. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither Agent nor any Lender shall be responsible: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Lender Letter of CreditCredit or Eligible Trade L/C, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; , (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender Letter of Credit or Eligible Trade L/C 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; (ciii) for failure of the beneficiary of any Lender Letter of Credit or Eligible Trade L/C to comply fully with conditions required in order to demand payment thereunderunder such Letter of Credit or Eligible Trade L/C or the failure of the L/C Issuer to require strict compliance with such conditions; provided that, in the case of any payment by Agent or of any Lender under any Lender Letter of CreditCredit Obligation or Eligible Trade L/C Obligation, Agent or Lender has not acted with shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under of such Lender Letter of Credit Obligation or Eligible Trade L/C Obligation thereof complies on its face with any applicable requirements for a demand for payment thereunderthereof; (div) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (ev) for errors in interpretation of technical terms; (fvi) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Lender Letter of CreditCredit or Eligible Trade L/C or of the proceeds thereof; (gvii) for the credit of the proceeds of any drawing under any Lender Letter of CreditCredit or Eligible Trade L/C; and (hviii) for any consequences arising from causes beyond the control of Agent or any Lender as the case may beAgent. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.hereunder or under the Agreement. Nothing herein contained shall be deemed to waive or release any right or claim that Borrower may have against the L/C Issuer in its capacity as such. SCHEDULE C INTENTIONALLY OMITTED ---------------------

Nature of Lender's Duties. As between Agent and Lenders, on ------------------------- the one hand, and Borrower, on the other hand, Borrower assumes all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Agent nor any Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any Lender Letter of Credit, Agent or Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. As between Agent Each of Lender and Lendersthe Borrower agree that, on in paying any drawing under a Letter of Credit, the one handLender and Underlying Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Lender nor the Underlying Issuer nor their respective officers, directors, employees, agents, attorneys, and Borrowerattorneys-in-fact nor any of their respective correspondents, on participants or assignees shall be liable for (i) any action taken or omitted in the absence of a breach of this Agreement, violation of applicable Law, gross negligence or willful misconduct; (ii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other handcommunication under or relating to any Letter of Credit or any error in interpretation of technical terms; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts and or omissions of, or misuse of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Lender nor the Underlying Issuer nor their respective officers, directors, employees, agents, attorneys, and attorneys-in-fact nor any of their correspondents, participants or assignees shall be liable or responsible for any of the matters described in clauses (a) through (e) of Section 4 of this Annex; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the Lender, and the Lender may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the Lender’s breach of this Agreement, violation of applicable Law, willful misconduct or gross negligence or the Lender’s or Underlying Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary thereofof a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, neither Agent nor any the Lender shall or Underlying Issuer may accept documents that appear on their face to be responsible: (a) in order, without responsibility for the formfurther investigation, validity, sufficiency, accuracy, genuineness or legal effect regardless of any document by any party notice or information to the contrary (or the Lender or Underlying Issuer may refuse to accept and make payment upon such documents if such documents are not in connection strict compliance with the application for and issuance terms of any Lender such Letter of Credit), even if it should in fact prove to and the Lender or Underlying Issuer shall not be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any Lender Letter of Credit, Agent or Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Agent or any Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.

Nature of Lender's Duties. As between Agent and Lendersany Revolving Loan Lender that issues a Lender Letter of Credit (an “Issuing Lender”), on the one hand, and Borrower, Borrowers on the other hand, Borrower assumes Borrowers assume all risks of the acts and omissions of, or misuse of any Lender Letter of Credit by the beneficiary thereof. In furtherance and not in limitation of the foregoing, neither Administrative Agent nor any Lender shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document by any party in connection with the application for and issuance of any Lender Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Lender 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; (c) for failure of the beneficiary of any Lender Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by Agent or any Lender under any such Lender Letter of Credit, Agent or any Issuing Lender has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under any such Lender Letter of Credit complies on its face with any applicable requirements for a demand for payment thereunder; (d) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (e) for errors in interpretation of technical terms; (f) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any such Lender Letter of Credit; (g) for the credit of the proceeds of any drawing under any such Lender Letter of Credit; and (h) for any consequences arising from causes beyond the control of Administrative Agent or any Revolving Loan Lender as the case may be. None of the above shall affect, impair, or prevent the vesting of any of Agent's or any Lender's rights or powers hereunder.