Common use of Role of Issuing Bank Clause in Contracts

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Document. The Borrower hereby assumes all risks of the acts or omissions 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 applicable Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties affiliates nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Majority Lenders, as applicable; (iib) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct or (iiic) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, provided 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 law or under any other agreement. None of the applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties affiliates nor any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f3.3(e); provided, however, provided that anything in such clauses Section to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and such Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction) or such Issuing Bank’s willful unlawful failure (as finally determined by a court of competent jurisdiction) to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable any Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct as determined by a final, non-appealable judgment by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Document. The Borrower hereby assumes all risks of the acts or omissions 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 applicable Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence as determined by a final, non-appealable judgment by a court of competent jurisdiction or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank that issued such Letter of Credit 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 applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such an Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Majority Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower Company hereby assumes all risks of the acts or omissions 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 BorrowerCompany’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such an Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.13(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Company may have a claim against the applicable an Issuing Bank, and such an Issuing Bank may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower Company proves were caused by such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable an Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties affiliates nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Majority Lenders, as applicable; (iib) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct or (iiic) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, provided 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 law or under any other agreement. None of the applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties affiliates nor any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f3.3(e); provided, however, provided that anything in such clauses Section to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and such Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful unlawful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable any Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and each of the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Each Borrower hereby assumes all risks of the acts or omissions 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 such Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank Bank, shall be liable or responsible for any of the matters described in clauses (ia) through (ve) of Section 2.03(f)§4.5; provided, however, that anything in such clauses to the contrary notwithstanding, the applicable Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the applicable Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable each Issuing Bank shall not have any responsibility to obtain any document (other than any sight or time 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 applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions 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 law or under any other agreement. None of the applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and such an Issuing Bank 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 proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such Issuing Bank’s willful misconduct misconduct, bad faith or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit issued by it after the presentation to it by the beneficiary of a sight or time 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, the applicable an Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such an Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions 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 law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (vviii) of Section 2.03(f2.5(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank 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 such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties affiliates nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Majority Lenders, as applicable; (iib) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct as determined by a final judgment of a court of competent jurisdiction or (iiic) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, provided 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 law or under any other agreement. None of the applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties affiliates nor any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f3.3(e); provided, however, provided that anything in such clauses Section to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and such Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence negligence, as determined by a court of competent jurisdiction by final non-appealable judgment, or such Issuing Bank’s willful unlawful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable any Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable each Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the any 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 applicable Issuing Bank, the Agent, Administrative Agent nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions 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 Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.03(j); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and such Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable an Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Revolving Credit Lender and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such 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 applicable Issuing Bank, the any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such Issuing Bank shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required requisite Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and nonappealable judgment; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLC Application. The Each Borrower hereby assumes all risks of the acts or of omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, provided that this assumption is not intended to, and shall not, preclude the Borrower’s a Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.03(e); providedprovided that, however, that notwithstanding anything in such clauses to the contrary notwithstandingcontrary, the a Borrower may have a claim against the applicable such Issuing Bank, and such Issuing Bank may be liable to the such Borrower, to the extent, but only to the extent, of any direct, direct (as opposed to indirect, special, punitive, consequential or exemplary, ) damages suffered by the such Borrower which the Borrower proves a court of competent jurisdiction determines in a final nonappealable judgment were caused by such Issuing Bank’s gross negligence or willful misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Rollup Revolving Credit Lender and the Borrower agree that, in paying any drawing under a Rollup Letter of Credit, the applicable no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Rollup 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 applicable Issuing Bank, the AgentBanks, any of their respective Related Parties nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Issuing Bank shall be liable to any Rollup Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Rollup Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Rollup Letter of Credit or L/C Related DocumentLetter of Credit Application therefor. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Rollup Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the AgentBanks, any of their respective Related Parties Parties, nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Issuing Bank Bank, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.21(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and any of its Related Parties, any of their respective correspondents, participants or assignees of such Issuing Bank or of their Related Parties, and they 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 such Issuing Bank’s, any such Related Party’s, or any of such respective correspondents, participants or assignees of such Issuing Bank or of any such Related Party’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Rollup Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Rollup Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Rollup 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.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties affiliates nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Majority Lenders, as applicable; (iib) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct or (iiic) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, provided 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 law or under any other agreement. None of the applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties affiliates nor any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f3.3(e); provided, however, provided that anything in such clauses Section 3.3(e) to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and such Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction) or such Issuing Bank’s willful unlawful failure (as finally determined by a court of competent jurisdiction) to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable any Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable each Issuing Bank 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 applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions 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 law or under any other agreement. None of the applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (vviii) of Section 2.03(f2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable any Issuing Bank, and such each Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit; in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, the applicable each Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (SWIFT) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of Issuing Bank. Each Lender and the each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no such Issuing Bank 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 applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Each Borrower hereby assumes all risks of the acts or omissions 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 a Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.05(e); provided, however, that anything in such clauses to the contrary notwithstanding, the a Borrower may have a claim against the applicable an Issuing Bank, and such Issuing Bank may be liable to the such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the a Borrower which the such Borrower proves were caused by such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable an Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of Issuing Bank. Each Lender and the applicable Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the any Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the U.S. Revolver Lenders or the Canadian Revolver Lenders, as applicable, or the Required U.S. Revolver Lenders or Required Canadian Revolver Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The applicable Borrower hereby assumes all risks of the acts or omissions 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 such Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the any Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f)2.3.5; provided, however, that anything in such clauses to the contrary notwithstanding, the applicable Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such and, except in the case of its own gross negligence or willful misconduct, the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the applicable 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions 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 any Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (vix) of Section 2.03(f2.06(f); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which Borrowers found by a nonappealable judgment of a court of competent jurisdiction to have resulted from the Borrower proves were caused by such Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of Issuing Bank. Each Lender and the Parent Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the U.S. Revolving Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Parent Borrower hereby assumes all risks of the acts or omissions 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 Parent Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.4(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Parent Borrower may have a claim against the applicable Issuing Bank, and such Issuing Bank may be liable to the Parent Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Parent Borrower which the Borrower proves that were caused by such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related LOC Document. The Borrower hereby assumes all risks of the acts or omissions 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 law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.11(e); provided, however, that anything in such clauses herein to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank 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 such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender Domestic Bank and the Borrower agree Ryder agrees that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Agent, Administrative Agent nor any of their respective Related Parties nor any correspondentofficers, participant directors, employees, agents or assignee attorneys-in-fact or affiliates, correspondents, participants or assignees of such the Issuing Bank or Administrative Agent shall be liable to any Lender Domestic Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders Domestic Banks or the Required LendersMajority Banks, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Borrower Ryder hereby assumes all risks of the acts or omissions 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 BorrowerRyder’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 applicable Issuing Bank, the Agent, any Administrative Agent nor any of their respective Related Parties nor any correspondentofficers, participant directors, employees, agents or assignee attorneys-in-fact or affiliates, correspondents, participants or assignees of such the Issuing Bank or the Administrative Agent, shall be liable or responsible for any of the matters described in clauses (ia) through (ve) of Section 2.03(f)§4.5; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Ryder may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the BorrowerRyder, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Ryder which the Borrower Ryder proves were caused by such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to and the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Revolving Lender and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable each Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the any 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 applicable Issuing Bank, the Agent, Administrative Agent nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such Issuing Bank shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Related Borrower hereby assumes all risks of the acts or omissions 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 such Related Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such Issuing Bank Bank, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.03(j); provided, however, that anything in such clauses to the contrary notwithstanding, the Related Borrower may have a claim against the applicable an Issuing Bank, and such Issuing Bank may be liable to the such Related Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Related Borrower which the such Related Borrower proves were caused by such Issuing Bank’s 's willful misconduct or gross negligence or such Issuing Bank’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable an Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties Affiliates, directors, officers, employees, agents and advisors nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Documentany other document relating thereto. The Borrower hereby assumes all risks of the acts or omissions 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 law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties Affiliates, directors, officers, employees, agents and advisors nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (ia) through (ve) of Section 2.03(f)§3.5; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank 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 such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The responsibility of the Issuing Bank and its correspondents to the Borrower and the Lenders shall be only to determine that the documents (including each draft) delivered under each Letter of Credit in connection with such presentment shall be in conformity on their face in all material respects with such Letter of Credit.

Role of Issuing Bank. Each Lender Bank and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such the Issuing Bank shall be liable to any Lender Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders Banks or the Required LendersBanks, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct as determined in a final, non-appealable judgment of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions 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 law or under any other agreement. None of the applicable any Issuing Bank, the any Agent-Related Person, nor any of their the respective Related Parties nor correspondents, participants or assignees of any correspondentIssuing Bank, participant or assignee of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.5(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank (and any other applicable “issuer” within the applicable Issuing Bankmeaning of ISP98), and such an Issuing Bank (or such issuer) 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 such Issuing Bank’s (or such issuer’s) willful misconduct or gross negligence negligence, in each case as determined in a final, non-appealable judgment of a court of competent jurisdiction, or such Issuing Bank’s willful (or such issuer’s) failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit or for payment with respect to a Letter of Credit by an Issuing Bank (or such issuer) when such payment violates the terms of ISP98. In furtherance and not in limitation of the foregoing, the applicable an Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Document. The Borrower hereby assumes all risks of the acts or omissions 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 agreementdocument in connection therewith. None of the applicable Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.3.1(h); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves Borrowers prove were caused by such the Issuing Bank’s bad faith, willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of Issuing Bank. Each Lender and the each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Document. The Borrower hereby assumes all risks of the acts or omissions 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 agreementdocument in connection therewith. None of the applicable Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.3.1(h); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves Borrowers prove were caused by such the Issuing Bank’s bad faith, willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender Domestic Bank and the Borrower agree Ryder agrees that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Agent, Administrative Agent nor any of their respective Related Parties nor any correspondentofficers, participant directors, employees, agents or assignee attorneys-in-fact or affiliates, correspondents, participants or assignees of such the Issuing Bank or Administrative Agent shall be liable to any Lender Domestic Bank for (ia) any action taken or omitted in connection herewith at the request or with the approval of the Lenders Domestic Banks or the Required LendersMajority Banks, as applicable; (iib) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iiic) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Borrower Ryder hereby assumes all risks of the acts or omissions 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 BorrowerRyder’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 applicable Issuing Bank, the Agent, Administrative Agent nor any of their respective Related Parties nor any correspondentofficers, participant directors, employees, agents or assignee attorneys-in-fact or affiliates, correspondents, participants or assignees of such the Issuing Bank or the Administrative Agent, shall be liable or responsible for any of the matters described in clauses (ia) through (ve) of Section 2.03(f)§4.5; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Ryder may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the BorrowerRyder, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Ryder which the Borrower Ryder proves were caused by such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to and the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender Bank and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the AgentBanks, any of their respective Agent-Related Parties Person nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Issuing Bank shall be liable to any Lender Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders Banks or the Required LendersBanks, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconductmisconduct as determined in a final, non-appealable judgment of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions 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 law or under any other agreement. None of the applicable any Issuing Bank, the any Agent-Related Person, nor any of their the respective Related Parties nor correspondents, participants or assignees of any correspondentIssuing Bank, participant or assignee of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.5(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank (and any other applicable “issuer” within the applicable Issuing Bankmeaning of ISP98), and such an Issuing Bank (or such issuer) 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 such Issuing Bank’s (or such issuer’s) willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary negligence, in each case as determined in a final, non-appealable judgment of a sight draft and certificate(s) strictly complying with the terms and conditions court of a Letter of Creditcompetent jurisdiction. In furtherance and not in limitation of the foregoing, the applicable an Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Non-rollup Revolving Credit Lender and the Borrower agree that, in paying any drawing under a Non-rollup Letter of Credit, the applicable no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Non-rollup 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 applicable Issuing Bank, the AgentBanks, any of their respective Related Parties nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Issuing Bank shall be liable to any Non-rollup Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Non-rollup Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Non-rollup Letter of Credit or L/C Related DocumentLetter of Credit Application therefor. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Non-rollup Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the AgentBanks, any of their respective Related Parties Parties, nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Issuing Bank Bank, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and any of its Related Parties, any of their respective correspondents, participants or assignees of such Issuing Bank or of their Related Parties, and they 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 such Issuing Bank’s, any such Related Party’s, or any of such respective correspondents, participants or assignees of such Issuing Bank or of any such Related Party’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Non-rollup Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Non-rollup Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Non-rollup 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.

Role of Issuing Bank. Each Lender Bank and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders Banks or the Required LendersBanks, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions 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 Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, the Banks, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.6(c); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves Borrowers prove were caused by such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender Revolving Bank and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable an Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such 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 applicable any Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender Revolving Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders Revolving Banks or the Required LendersRevolving Banks, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related LOC Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions 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 Borrowers’ pursuing such rights and remedies as it they may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing BankBanks, the Administrative Agent, the Revolving Banks, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank Banks shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.03(f2.6(c); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the applicable an Issuing Bank, and such Issuing Bank may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves Borrowers prove were caused by such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank Banks may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank Banks shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender of the Borrower and the Borrower agree Revolving Lenders agrees that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, any Related Party of the Agent, Issuing Bank nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Majority Revolving Lenders, as applicable; (ii) any action taken or omitted by it in the absence of its gross negligence or willful misconductmisconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLC Application. The Borrower hereby assumes all risks of the acts or omissions 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 Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, any Related Party of the AgentIssuing Bank, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such the Issuing Bank Bank, shall be liable or responsible for any of the matters described in clauses (ia) through (ve) of Section 2.03(f)6.5; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to indirect, special, punitive, consequential or exemplary, damages suffered by the Borrower which the Borrower proves a court of competent jurisdiction determines in a final non-appealable judgment were caused by such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Revolving Credit Lender and the each Revolving Credit Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable Issuing Bank, the AgentBanks, any of their respective Agent-Related Parties Person nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Issuing Bank shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Applicable Borrower hereby assumes all risks of the acts or omissions of any actual or purported 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 Applicable Borrower from pursuing such rights and remedies as it may have against the any actual or purported beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Banks, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Applicable Borrower may have a claim against the applicable an Issuing Bank, and any related Agent-Related Person, any of their respective correspondents, participants or assignees of such Issuing Bank or any Agent-Related Person, and they may be liable to the Applicable Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, punitive, special, or exemplary, damages suffered by the Applicable Borrower which the Borrower proves a court of competent jurisdiction determines in a final, non-appealable judgment were caused by such Issuing Bank’s, any such Agent-Related Person’s, or any of such respective correspondents, participants or assignees of such Issuing Bank or of any Agent-Related Person’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and or other demand for payment or certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank that issued such Letter of Credit 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 applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such an Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Majority Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions 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 law or under any other agreement. None of the applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such an Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.13(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and such an Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable an Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and each of the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Each Borrower hereby assumes all risks of the acts or omissions 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 such Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank Bank, shall be liable or responsible for any of the matters described in clauses (ia) through (ve) of Section 2.03(f)4.05; provided, however, that anything in such clauses to the contrary notwithstanding, the applicable Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the applicable Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Document. The Each Borrower hereby assumes all risks of the acts or omissions 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 such Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank Banks shall be liable or responsible for any of the matters described in clauses (ia) through (vh) of Section 2.03(f)3.5; provided, however, that anything in such clauses to the contrary notwithstanding, the applicable Borrower may have a claim against the applicable Issuing Bank, and such the applicable Issuing Bank may be liable to the applicable Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable each Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions 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 's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.5(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank 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 such the Issuing Bank’s 's willful misconduct or gross negligence or such the Issuing Bank’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Non-rollup Revolving Credit Lender and the Borrower agree that, in paying any drawing under a Non-rollup Letter of Credit, the applicable no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Non-rollup 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 applicable Issuing Bank, the AgentBanks, any of their respective Related Parties nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Issuing Bank shall be liable to any Non-rollup Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Non- rollup Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Non-rollup Letter of Credit or L/C Related DocumentLetter of Credit Application therefor. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Non-rollup Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the AgentBanks, any of their respective Related Parties Parties, nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Issuing Bank Bank, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and any of its Related Parties, any of their respective correspondents, participants or assignees of such Issuing Bank or of their Related Parties, and they 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 such Issuing Bank’s, any such Related Party’s, or any of such respective correspondents, participants or assignees of such Issuing Bank or of any such Related Party’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Non-rollup Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Non-rollup Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Non-rollup 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.

Role of Issuing Bank. Each Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C C-Related Document. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, provided that this assumption is not intended to, and shall not, preclude the BorrowerCompany’s or any Subsidiary’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.5(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Borrower Company and/or, if applicable, the relevant Subsidiary may have a claim against the applicable Issuing Bank, and such an Issuing Bank may be liable to the BorrowerCompany and for, if applicable, the relevant Subsidiary, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company and/or any such Subsidiary which the Borrower Company proves were caused by such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable any Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank shall not have any responsibility to obtain any document (other than any sight or time 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 person executing or delivering any such document. None of the applicable any Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, howeverthat, 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 law or under any other agreement. None of the applicable any Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.19(e); provided, howeverthat, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and such an Issuing Bank 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 proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time 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, the applicable each Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of Issuing Bank. Each Lender and the Borrower agree that, in In paying any drawing under a Letter of Credit, the applicable each Issuing Bank 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 applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank Banks shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The US Borrower hereby assumes all risks of the acts or omissions 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 US Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank Banks shall be liable or responsible for any of the matters described in clauses (i) through (vix) of Section 2.03(f2.2(e); provided, however, that anything in such clauses to the contrary notwithstanding, the US Borrower may have a claim against the applicable Issuing BankBanks, and such the Issuing Bank may be liable to the US Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the either US Borrower which the US Borrower proves were caused by such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditnegligence. In furtherance and not in limitation of the foregoing, the applicable such Issuing Bank may may, in its sole discretion, accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (known as “SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct as determined by a final, non-appealable judgment by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Document. The Borrower hereby assumes all risks of the acts or omissions 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 applicable Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence as determined by a final, non-appealable judgment by a court of competent jurisdiction or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.”

Role of Issuing Bank. Each Lender Bank and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders Banks or the Required LendersMajority Banks, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Letter of Credit Document. The Borrower hereby assumes all risks of the acts or omissions 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 's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.13(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank 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 directly, or indirectly by a Subsidiary, which the Borrower proves were caused by such the Issuing Bank’s 's willful misconduct or gross negligence or such the Issuing Bank’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank shall not have any responsibility to obtain any document (other than any sight or time 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 applicable any Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, howeverthat, that this assumption is not intended to, and shall not, preclude the BorrowerXxxxxxxx’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable any Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.19(e); provided, howeverthat, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and such an Issuing Bank 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 Xxxxxxxx proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time 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, the applicable each Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentApplication and Agreement for Letter of Credit. The Borrower hereby assumes all risks of the acts or omissions 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 's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such the Issuing Bank Bank, shall be liable or responsible for any of the matters described in clauses (ia) through (ve) of Section 2.03(f)3.5; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank 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 such the Issuing Bank’s 's willful misconduct or gross negligence or such the Issuing Bank’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no such Issuing Bank 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 applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Each Borrower hereby assumes all risks of the acts or omissions 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 a Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.through

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable Issuing BankBanks, the Agent, ABL Administrative Agent or any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender for for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit or any error in interpretation of technical terms; or (iiiiv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions 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 law or under any other agreement. None of the applicable Issuing BankBanks, the Agent, ABL Administrative Agent or any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.03(f2.06(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable any such Issuing Bank, and any such Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, as determined in each case by a final and non-appealable judgment of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, the applicable any Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrarycontrary (or such Issuing Bank may refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit), and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Revolving Credit Lender and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable Issuing Bank, the AgentBanks, any of their respective Related Parties nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Issuing Bank shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application therefor. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions 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 Borrowers from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the AgentBanks, any of their respective Related Parties Parties, nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Issuing Bank Bank, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the applicable an Issuing Bank, and any of its Related Parties, any of their respective correspondents, participants or assignees of such Issuing Bank or of their Related Parties, and they may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves Borrowers prove were caused by such Issuing Bank’s, any such Related Party’s, or any of such respective correspondents, participants or assignees of such Issuing Bank or of any such Related Party’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and each of the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Majority Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Each Borrower hereby assumes all risks of the acts or omissions 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 such Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank Bank, shall be liable or responsible for any of the matters described in clauses (ia) through (ve) of Section 2.03(f)§4.5; provided, however, that anything in such clauses to the contrary notwithstanding, the applicable Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the applicable Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such 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 applicable Issuing Bank, the Agent, any Agent Affiliate nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such the Issuing Bank shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required requisite Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or of omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, provided that this assumption is not intended to, and shall not, preclude the Borrower’s Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Agent, any Agent Affiliate nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.04(e); providedprovided that, however, that notwithstanding anything in such clauses to the contrary notwithstandingcontrary, the Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, direct (as opposed to indirect, special, punitive, consequential or exemplary, ) damages suffered by the Borrower which the Borrower proves a court of competent jurisdiction determines in a final non-applicable judgment were caused by such the Issuing Bank’s gross negligence or willful misconduct or the Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (SWIFT) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of Issuing Bank. Issuing Bank agrees with Borrower that it will exercise the same degree of care and attention to each Letter of Credit that it gives to other letters of credit issued by it. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Administrative Agent, any of their respective Agent-Related Parties Person nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, howeverprovided that the Issuing Bank has acted in good faith and in accordance with the rules of the ISP and the UCP; and provided further, 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 law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Agent-Related Parties Persons nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.2(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank 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 such the Issuing Bank’s (a) willful misconduct or gross negligence or such (b) the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Revolving Credit Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable Issuing Bank, the AgentBanks, any of their respective Agent-Related Parties Person nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Issuing Bank shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions 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 Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Banks, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and any related Agent-Related Person, any of their respective correspondents, participants or assignees of such Issuing Bank or any Agent-Related Person, and they 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 such Issuing Bank’s 's, any such Agent-Related Person's, or any of such respective correspondents, participants or assignees of such Issuing Bank or of any Agent-Related Person's willful misconduct or gross negligence or such Issuing Bank’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of any such 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 applicable Issuing BankBanks, the AgentAgents, any of their respective Related Parties nor or any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses for: (i) through the use which may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (vii) the validity, sufficiency or genuineness of Section 2.03(fdocuments, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; or (iii) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit (including the Issuing Bank’s own negligence); , provided, however, that anything in such clauses to the contrary notwithstanding, the a Borrower may shall have a claim against the applicable Applicable Issuing Bank, and such Issuing Bank may shall be liable to the to, and shall promptly pay to, such Borrower, to the extent, but only to the extent, extent of any direct, as opposed to consequential or exemplary(claims in respect of which are hereby waived by such Borrower to the extent permitted by applicable law), damages suffered by the such Borrower which the Borrower proves were that are caused by such Issuing Bank’s willful misconduct failure to comply with its duties as an issuing bank under applicable law or gross negligence or such Issuing Bank’s willful failure to pay misconduct in determining whether drafts and other documents presented under any a Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying comply with the terms and conditions of a Letter of Creditthereof. In furtherance and not in limitation of It is understood that the foregoing, the applicable Applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrarycontrary and, and such Issuing Bank shall not be responsible for the validity or sufficiency of in making any instrument transferring or assigning or purporting to transfer or assign a payment under any Letter of Credit or (i) such Issuing Bank’s exclusive reliance on the rights or benefits thereunder or proceeds thereofdocuments presented to it under such Letter of Credit as to any and all matters set forth therein, in whole or in partincluding reliance on the amount of any draft presented under such Letter of Credit, which may prove to be invalid or ineffective for any reason.whether or

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Administrative Agent, any of their respective Administrative Agent-Related Parties Persons nor any correspondent, participant or assignee of such Issuing Bank shall be liable to any Lender Lender, in the absence of gross negligence or willful misconduct, for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Loan Lenders or the Required Requisite Lenders, as applicable; or (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions 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 applicable Issuing Bank, the Administrative Agent, any of their respective Administrative Agent-Related Parties Persons nor any correspondent, participant or assignee of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it Issuing Bank by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Foreign Revolving Credit Lender and the Foreign Borrower agree that, in paying any drawing under a Foreign Letter of Credit, the applicable no Foreign Issuing Bank 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 applicable Foreign Issuing Bank, the AgentBanks, any of their respective Related Parties nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Foreign Issuing Bank shall be liable to any Foreign Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Foreign Letter of Credit or L/C Related DocumentForeign Letter of Credit Application therefor. The Foreign Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Foreign Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s Foreign Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Foreign Issuing Bank, the AgentBanks, any of their respective Related Parties Parties, nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Foreign Issuing Bank Bank, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.21(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Foreign Borrower may have a claim against the applicable an Foreign Issuing Bank, and any of its Related Parties, any of their respective correspondents, participants or assignees of such Foreign Issuing Bank or of their Related Parties, and they may be liable to the Foreign Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Foreign Borrower which the Foreign Borrower proves were caused by such Foreign Issuing Bank’s, any such Related Party’s, or any of such respective correspondents, participants or assignees of such Foreign Issuing Bank or of any such Related Party’s willful misconduct or gross negligence or such Foreign Issuing Bank’s willful failure to pay under any Foreign Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Foreign Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable Foreign Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Foreign Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Foreign 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.. 100 Chemtura (Revolving Facility) Credit Agreement

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Agent, Administrative Agent or any of their respective Related Parties the Administrative Agent's Affiliates, officers or directors nor any correspondentof the respective correspondents, participant participants or assignee assignees of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions 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 's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, the Administrative Agent's Affiliates nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such the Issuing Bank Bank, shall be liable or responsible for any of the matters described in clauses subparagraphs (i1) through (v5) of Section 2.03(fParagraph 2(f); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank 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 such the Issuing Bank’s 's willful misconduct or gross negligence or such the Issuing Bank’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Revolving Lender and the each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Each Borrower hereby assumes all risks of the acts or omissions 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 either Borrower’s 's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.04(e); provided, however, that anything in such clauses to the contrary notwithstanding, the each Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the either Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the such Borrower proves were caused by such the Issuing Bank’s 's willful misconduct or gross negligence or such the Issuing Bank’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than any sight or time 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 applicable Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Document. The Each Borrower hereby assumes all risks of the acts or omissions 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 such Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.16(f); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves Borrowers prove, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. NAI-1502274953v9

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates 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 applicable No Issuing Bank, the no Agent-Related Person, nor any of their respective Related Parties nor any correspondentcorrespondents, participant participants, or assignee of such Issuing Bank assignees shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; , (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; , or (iii) the due execution, effectiveness, validity validity, or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentApplication. The Borrower hereby assumes all risks of the acts or omissions 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 's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable No Issuing Bank, the no Agent-Related Person, nor any of their respective Related Parties nor any correspondentcorrespondents, participant participants, or assignee of such Issuing Bank assignees shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f3.9(j); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and such an Issuing Bank 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 such Issuing Bank’s 's willful misconduct or gross negligence or such Issuing Bank’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable each Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Revolving Credit Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable Issuing Bank, the AgentBanks, any of their respective Agent-Related Parties Person nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Issuing Bank shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any actual or purported 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 Borrower from pursuing such rights and remedies as it may have against the any actual or purported beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Banks, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and any related Agent-Related Person, any of their respective correspondents, participants or assignees of such Issuing Bank or any Agent-Related Person, and they may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, punitive, special, or exemplary, damages suffered by the Borrower which the Borrower proves a court of competent jurisdiction determines in a final, non-appealable judgment were caused by such Issuing Bank’s, any such Agent-Related Person’s, or any of such respective correspondents, participants or assignees of such Issuing Bank or of any Agent-Related Person’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and or other demand for payment or certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Revolving Credit Lender and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable Issuing Bank, the AgentBanks, any of their respective Related Parties nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Issuing Bank shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application therefor. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions 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 Borrowers from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the AgentBanks, any of their respective Related Parties Parties, nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Issuing Bank Bank, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the applicable an Issuing Bank, and any of its Related Parties, any of their respective correspondents, participants or assignees of such Issuing Bank or of their Related Parties, and they may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves Borrowers prove were caused by such Issuing Bank’s, any such Related Party’s, or any of such respective correspondents, participants or assignees of such Issuing Bank or of any such Related Party’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.. Chemtura (Revolving Facility) Credit Agreement

Role of Issuing Bank. Each Revolving Credit Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions 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 law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.23(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and such Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable an Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of any such 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 applicable Issuing BankBanks, the AgentAgents, any of their respective Related Parties nor or any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses for: (i) through the use which may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (vii) the validity, sufficiency or genuineness of Section 2.03(fdocuments, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; or (iii) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit (including the Issuing Bank’s own negligence); , provided, however, that anything in such clauses to the contrary notwithstanding, the a Borrower may shall have a claim against the applicable Applicable Issuing Bank, and such Issuing Bank may shall be liable to the to, and shall promptly pay to, such Borrower, to the extent, but only to the extent, extent of any direct, as opposed to consequential or exemplary(claims in respect of which are hereby waived by such Borrower to the extent permitted by applicable law), damages suffered by the such Borrower which the Borrower proves were that are caused by such Issuing Bank’s willful misconduct failure to comply with its duties as an issuing bank under applicable law or gross negligence or such Issuing Bank’s willful failure to pay misconduct in determining whether drafts and other documents presented under any a Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying comply with the terms and conditions of a Letter of Creditthereof. In furtherance and not in limitation of It is understood that the foregoing, the applicable Applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrarycontrary and, and such Issuing Bank shall not be responsible for the validity or sufficiency of in making any instrument transferring or assigning or purporting to transfer or assign a payment under any Letter of Credit (i) such Issuing Bank’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the rights amount due to the beneficiary thereunder equals the amount of such draft and whether or benefits thereunder or proceeds thereof, in whole or in part, which may prove not any document presented pursuant to such Letter of Credit proves to be invalid insufficient in any respect, if such document on its face appears to be in order, and whether or ineffective for not any reason.other statement

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties affiliates nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Majority Revolving Lenders, as applicable; (iib) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct or (iiic) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, provided 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 law or under any other agreement. None of the applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties affiliates nor any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f3.3(e); provided, however, provided that anything in such clauses Section 3.3(e) to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and such Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction) or such Issuing Bank’s willful unlawful failure (as finally determined by a court of competent jurisdiction) to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable any Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender Bank and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders Banks or the Required LendersMajority Banks, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Letter of Credit Document. The Borrower hereby assumes all risks of the acts or omissions 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 law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.13(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank 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 directly, or indirectly by a Subsidiary, which the Borrower proves were caused by such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender Bank and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders Banks or the Required LendersBanks, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related LOC Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions 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 Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, the Banks, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.6(c); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves Borrowers prove were caused by such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Revolving Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, the applicable each Issuing Bank 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 applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank Banks shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required LendersRequisite Class Lenders of Revolving Commitments then in effect, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower Company hereby assumes all risks of the acts or omissions 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 BorrowerCompany’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank Banks shall be liable or responsible for any of the matters described in clauses (i) through (vix) of Section 2.03(f2.4(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Company may have a claim against the applicable Issuing BankBanks, and such the Issuing Bank may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower Company proves were caused by such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit (except to the extent such failure is required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the law or any order of a jurisdiction where such Issuing Bank or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice). In furtherance and not in limitation of the foregoing, the applicable such Issuing Bank may may, in its sole discretion, accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (known as “SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of Issuing Bank. Each Lender and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than any sight or time 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 applicable Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Document. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, provided that this assumption is not intended to, and shall not, preclude the such Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.16(f); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves Borrowers prove, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable No Issuing Bank, the any Agent, -Related Person nor any of their the respective Related Parties nor correspondents, participants or assignees of any correspondent, participant or assignee of such Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentApplication. The Borrower hereby assumes all risks of the acts or omissions 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 law or under any other agreement. None of the applicable No Issuing Bank, the any Agent-Related Person, nor any of their the respective Related Parties nor correspondents, participants or assignees of any correspondentIssuing Bank, participant or assignee of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(fparagraph 2.10(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and such an Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable each Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower SOURCECORP agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 documentdocument (unless expressly required by the Letter of Credit). None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Loan Document. The Borrower SOURCECORP hereby assumes all risks of the acts or omissions 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 BorrowerSOURCECORP’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank Bank, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.14(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower SOURCECORP may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the BorrowerSOURCECORP, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower SOURCECORP which the Borrower SOURCECORP proves were caused by such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigationinvestigation (unless expressly required by the Letter of Credit), regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such 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 applicable relevant Issuing Bank, the Agent, any Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or any L/C Related DocumentApplication. The Borrower hereby assumes all risks of the acts or of omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, provided that this assumption is not intended to, and shall not, preclude the Borrower’s Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable relevant Issuing Bank, the Agent, any Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.18(f); providedprovided that, however, that notwithstanding anything in such clauses to the contrary notwithstandingcontrary, the Borrower may have a claim against the applicable such Issuing Bank, and such Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, direct (as opposed to indirect, special, punitive, consequential or exemplary, ) damages suffered by the Borrower which the Borrower proves a court of competent jurisdiction determines in a final nonappealable judgment were caused by such Issuing Bank’s gross negligence or willful misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable relevant Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument Credit Agreement transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Agent, Administrative Agent or any of their respective Related Parties the Administrative Agent’s Affiliates, officers or directors nor any correspondentof the respective correspondents, participant participants or assignee assignees of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions 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 law or in equity under any other agreementagreement or based on any other grounds. None of the applicable Issuing Bank, the Administrative Agent, the Administrative Agent’s Affiliates nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such the Issuing Bank (collectively, the “Issuing Bank Parties”), shall be liable or responsible for any of the matters described in clauses subparagraphs (i1) through (v5) of Section 2.03(fParagraph 3(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim claims against the applicable Issuing BankBank Parties, and such the Issuing Bank Parties may be liable to the Borrower, to the extent, but only to the extent, of extent such claims arise from any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such Issuing BankBank Party’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to and the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates 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 applicable No Issuing Bank, the no Agent-Related Person, nor any of their respective Related Parties nor any correspondentcorrespondents, participant participants, or assignee of such Issuing Bank assignees shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; , (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; , or (iii) the due execution, effectiveness, validity validity, or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentApplication. The Borrower hereby assumes all risks of the acts or omissions 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 law or under any other agreement. None of the applicable No Issuing Bank, the no Agent-Related Person, nor any of their respective Related Parties nor any correspondentcorrespondents, participant participants, or assignee of such Issuing Bank assignees shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f3.9(j); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and such an Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable each Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions 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 law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.6(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank 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 such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable Issuing BankBanks, the Agent, ABL Administrative Agent or any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Revolving Lender for for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit or any error in interpretation of technical terms; or (iiiiv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions 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 law or under any other agreement. None of the applicable Issuing BankBanks, the Agent, ABL Administrative Agent or any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.03(f2.06(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable any such Issuing Bank, and any such Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, as determined in each case by a final and non-appealable judgment of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, the applicable any Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrarycontrary (or such Issuing Bank may refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit), and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree Account Party agrees that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 The Account Parties, on their own behalf and on behalf of the applicable Issuing BankSubsidiary Applicants, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Document. The Borrower hereby assumes assume all risks of the acts or omissions 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 Account Parties from pursuing such rights and remedies as it they may have against the beneficiary or transferee at Law or under any other agreement. None of the applicable Issuing Bank, the Agent, any of their respective its Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f)2.6(e) or for any action, neglect or omission under or in connection with any Letter of Credit or Issuer Documents, including, without limitation, the issuance or any amendment of any Letter of Credit, the failure to issue or amend any Letter of Credit, or the honoring or dishonoring of any demand under any Letter of Credit, and such action or neglect or omission will bind the Account Parties and Subsidiary Applicants; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Account Parties may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the BorrowerAccount Parties, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, exemplary or exemplary, punitive damages suffered by the Borrower Account Parties or Subsidiary Applicants which the Borrower proves Account Parties prove were caused by such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrarycontrary (or the Issuing Bank may refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit and may disregard any requirement in a Letter of Credit that notice of dishonor be given in a particular manner and any requirement that presentation be made at a particular place or by a particular time of day), and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The Issuing Bank shall not be responsible for the wording of any Letter of Credit (including, without limitation, any drawing conditions or any terms or conditions that are ineffective, ambiguous, inconsistent, unduly complicated or reasonably impossible to satisfy), notwithstanding any assistance the Issuing Bank may provide to the Account Parties or Subsidiary Applicants with drafting or recommending text for any Letter of Credit Application or with the structuring of any transaction related to any Letter of Credit, and the Account Parties hereby acknowledge, on their own behalf and on behalf of the Subsidiary Applicants, and agree that any such assistance will not constitute legal or other advice by the Issuing Bank, or any agent or attorney of the Issuing Bank, or any representation or warranty by the Issuing Bank that any such wording or such Letter of Credit will be effective. Without limiting the foregoing, the Issuing Bank may, as it deems appropriate, modify or alter and use in any Letter of Credit the terminology contained on the Letter of Credit Application for such Letter of Credit.

Role of Issuing Bank. Each Lender and Synthetic L/C Lender, the Borrower and, to the extent the relevant Synthetic L/C was issued for the benefit of the Captive Subsidiary, Holdings, agree that, in paying any drawing under a Letter of CreditSynthetic L/C, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of CreditSynthetic L/C) 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Synthetic L/C Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Synthetic L/C Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Synthetic L/C Related or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditSynthetic L/C; 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 law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (ia) through (ve) of Section 2.03(f)4.05; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank 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 that the Borrower proves were caused by such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit Synthetic L/C after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. Synthetic L/C. In furtherance and not in limitation of the foregoing, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit Synthetic 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.

Role of Issuing Bank. Each Lender and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than any sight or time 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 applicable Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Document. The Each Borrower hereby assumes all risks of the acts or omissions 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 such Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.16(f); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves Borrowers prove, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such the Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.willful

Role of Issuing Bank. Each Lender and the each Borrower agree agrees that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Each Borrower hereby assumes all risks of the acts or omissions 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 any Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (ia) through (vf) of Section 2.03(f)§4.4; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves Borrowers prove were caused by such the Issuing Bank’s willful misconduct or gross negligence as determined by a final and nonappealable judgment of a court of competent jurisdiction or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Revolving Credit Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable Issuing Bank, the AgentBanks, any of their respective Agent-Related Parties Person nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Issuing Bank shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Lenders, Second Amended and Restated Revolving Credit and Guaranty Agreement as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions 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 Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Banks, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and any related Agent-Related Person, any of their respective correspondents, participants or assignees of such Issuing Bank or any Agent-Related Person, and they 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 such Issuing Bank’s, any such Agent-Related Person’s, or any of such respective correspondents, participants or assignees of such Issuing Bank or of any Agent-Related Person’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Revolving Credit Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable Issuing Bank, the AgentBanks, any of their respective Agent-Related Parties Person nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Issuing Bank shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions 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 Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Banks, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and any related Agent-Related Person, any of their respective correspondents, participants or assignees of such Issuing Bank or any Agent-Related Person, and they 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 such Issuing Bank’s, any such Agent-Related Person’s, or any of such respective correspondents, participants or assignees of such Issuing Bank or of any Agent-Related Person’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.. Xxxx Amended and Restated Revolving Credit and Guaranty Agreement

Role of Issuing Bank. Each Lender Bank and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such the Issuing Bank shall be liable to any Lender Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders Banks or the Required LendersBanks, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct as determined in a final, non-appealable judgment of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions 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 law or under any other agreement. None of the applicable any Issuing Bank, the any Agent-Related Person, nor any of their the respective Related Parties nor correspondents, participants or assignees of any correspondentIssuing Bank, participant or assignee of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.5(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank (and any other applicable “issuer” within the applicable Issuing Bankmeaning of ISP98), and such an Issuing Bank (or such issuer) 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 such Issuing Bank’s (or such issuer’s) willful misconduct or gross negligence negligence, in each case as determined in a final, non-appealable judgment of a court of competent jurisdiction, or such Issuing Bank’s willful (or such issuer’s) failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit or for payment with respect to a Letter of Credit by an Issuing Bank (or such issuer) when such payment violates the terms of ISP98. In furtherance and not in limitation of the foregoing, the applicable an Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or LA\4060806.14 sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each US Revolving Credit Lender and the Borrower US Borrowers agree that, in paying any drawing under a US Letter of Credit, the applicable no US Issuing Bank 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 applicable US Issuing Bank, the AgentBanks, any of their respective Related Parties nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any US Issuing Bank shall be liable to any US Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any US Letter of Credit or L/C Related DocumentUS Letter of Credit Application therefor. The Borrower US Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any US Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s US Borrowers from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable US Issuing Bank, the AgentBanks, any of their respective Related Parties Parties, nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any US Issuing Bank Bank, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower US Borrowers may have a claim against the applicable an US Issuing Bank, and any of its Related Parties, any of their respective correspondents, participants or assignees of such US Issuing Bank or of their Related Parties, and they may be liable to the BorrowerUS Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower US Borrowers which the Borrower proves US Borrowers prove were caused by such US Issuing Bank’s, any such Related Party’s, or any of such respective correspondents, participants or assignees of such US Issuing Bank or of any such Related Party’s willful misconduct or gross negligence or such US Issuing Bank’s willful failure to pay under any US Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a US Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable US Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such US Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a US 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.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank shall not have any responsibility to obtain any document (other than any sight or time 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 applicable any Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, howeverthat, 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 law or under any other agreement. None of the applicable any Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.19(e); provided, howeverthat, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and such an Issuing Bank 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 proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time 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, the applicable each Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Role of Issuing Bank. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable each Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the any 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 applicable Issuing Bank, the Agent, Administrative Agent nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such Issuing Bank shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions 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 Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.03(j); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and such Issuing Bank 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 such Issuing Bank’s 's willful misconduct or gross negligence or such Issuing Bank’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable an Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 Neither the applicable Issuing Bank, nor the Administrative Agent, any of nor their respective Related Parties Affiliates, directors, officers, employees, agents or advisors, nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions 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 's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of Neither the applicable Issuing Bank, nor the Administrative Agent, any of nor their respective Related Parties Affiliates, directors, officers, employees, agents or advisors, nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.20(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank 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 such the Issuing Bank’s 's willful misconduct or gross negligence or such the Issuing Bank’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender Bank and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders Banks or the Required LendersMajority Banks, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Letter of Credit Document. The Each Borrower hereby assumes all risks of the acts or omissions 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 applicable Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.3(e); provided, however, that anything in such clauses to the contrary notwithstanding, the applicable Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the Borrowerapplicable, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the applicable Borrower which the applicable Borrower proves were caused by such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender Bank and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties Affiliates nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders Banks or the Required LendersBanks, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Documentany document related thereto. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its such beneficiary’s or transferee’s use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties Affiliates nor any correspondent, participant or assignee of such the Issuing Bank Bank, shall be liable or responsible for any of the matters described in clauses (ia) through (ve) of Section 2.03(f)§3.4; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves Borrowers prove were caused by such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such 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 applicable Issuing Bank, the Agent, any Agent Affiliate nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such the Issuing Bank shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required requisite Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or of omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, provided that this assumption is not intended to, and shall not, preclude the Borrower’s Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Agent, any Agent Affiliate nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.04(e); providedprovided that, however, that notwithstanding anything in such clauses to the contrary notwithstandingcontrary, the Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, direct (as opposed to indirect, special, punitive, consequential or exemplary, ) damages suffered by the Borrower which the Borrower proves a court of competent jurisdiction determines in a final non-applicable judgment were caused by such the Issuing Bank’s gross negligence or willful misconduct or the Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender Bank and the US Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the any Agent, -Related Person nor any of their respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such the Issuing Bank shall be liable to any Lender Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders Banks or the Required LendersMajority Banks, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful wilful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentApplication or L/C Amendment Application. The US Borrower hereby assumes all risks of the acts or omissions 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 US Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or law under any other agreement. None of the applicable Issuing Bank, the any Agent-Related Person, nor any of their respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such the Issuing Bank Bank, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f)3.05; provided, however, that anything in such clauses to the contrary notwithstanding, the US Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the US Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the US Borrower which the US Borrower proves were caused by such the Issuing Bank’s willful wilful misconduct or gross negligence or such the Issuing Bank’s willful wilful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable Issuing BankBanks, the Agent, ABL Administrative Agent or any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender for for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit or any error in interpretation of technical terms; or (iiiiv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions 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 law or under any other agreement. None of the applicable Issuing BankBanks, the Agent, ABL Administrative Agent or any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.03(f); 2.06(e): provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable any such Issuing Bank, and any such Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, as determined in each case by a final and non-appealable judgment of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, the applicable any Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrarycontrary (or such Issuing Bank may refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit), and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Revolving Credit Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable Issuing Bank, the AgentBanks, any of their respective Agent-Related Parties Person nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Issuing Bank shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions 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 Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Banks, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and any related Agent-Related Person, any of their respective correspondents, participants or assignees of such Issuing Bank or any Agent-Related Person, and they 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 such Issuing Bank’s, any such Agent-Related Person’s, or any of such respective correspondents, participants or assignees of such Issuing Bank or of any Agent-Related Person’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Agent, Agent or any of their respective Related Parties Affiliates, officers, directors, employees, agents, attorneys, and attorneys-in-fact nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of a breach of this Agreement, violation of Applicable Law, gross negligence or willful misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit or any error in interpretation of technical terms; or (iiiiv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit and the proceeds thereof; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Agent, any of their respective Related Parties officers, directors, employees, agents, attorneys, and attorneys-in-fact nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.03(f2.3(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against the applicable Issuing Bank, and such the Issuing Bank may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves Borrowers prove were caused by such the Issuing Bank’s breach of this Agreement, violation of Applicable Law, willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrarycontrary (or the Issuing Bank may refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit), and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties affiliates nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Majority Lenders, as applicable; (iib) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct or (iiic) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, provided 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 law or under any other agreement. None of the applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties affiliates nor any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f3.3(e); provided, however, provided that anything in such clauses Section to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and such Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful unlawful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable any Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.. 3.8

Role of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related Issuer Document. The Borrower hereby assumes all risks of the acts or omissions 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 law or under any other agreement. None of the applicable Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such the Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.5(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such the Issuing Bank 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 such the Issuing Bank’s willful misconduct or gross negligence or such the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender Bank and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing Bank, the any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such the Issuing Bank shall be liable to any Lender Bank for (i) any action taken or omitted in 42 connection herewith at the request or with the approval of the Lenders Banks or the Required LendersBanks, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct as determined in a final, non-appealable judgment of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions 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 law or under any other agreement. None of the applicable any Issuing Bank, the any Agent-Related Person, nor any of their the respective Related Parties nor correspondents, participants or assignees of any correspondentIssuing Bank, participant or assignee of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.5(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank (and any other applicable “issuer” within the applicable Issuing Bankmeaning of ISP98), and such an Issuing Bank (or such issuer) 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 such Issuing Bank’s (or such issuer’s) willful misconduct or gross negligence negligence, in each case as determined in a final, non-appealable judgment of a court of competent jurisdiction, or such Issuing Bank’s willful (or such issuer’s) failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit or for payment with respect to a Letter of Credit by an Issuing Bank (or such issuer) when such payment violates the terms of ISP98. In furtherance and not in limitation of the foregoing, the applicable an Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Revolving Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such 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 applicable Issuing Bank, the Agent, any Agent Indemnitee nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such Issuing Bank shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required LendersLenders in respect of the Revolving Facility, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Revolving L/C Related DocumentApplication. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, provided that this assumption is not intended to, and shall not, preclude the Borrower’s Company from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Bank, the Agent, any Agent Indemnitee nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f3.1(e); providedprovided that, however, that notwithstanding anything in such clauses to the contrary notwithstandingcontrary, the Borrower Company may have a claim against the applicable such Issuing Bank, and such Issuing Bank may be liable to the Borrower, Company to the extent, but only to the extent, of any direct, direct (as opposed to indirect, special, punitive, consequential or exemplary, ) damages suffered by the Borrower Company which the Borrower proves a court of competent jurisdiction determines in a final nonappealable judgment were caused by such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each US Lender and the each US Borrower agree agrees that, in paying any drawing under a US Letter of Credit, the applicable no US Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the US 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 applicable US Issuing Bank, the AgentBanks, any of their respective Agent-Related Parties Person nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any US Issuing Bank shall be liable to any US Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders US Lenders, or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any US Letter of Credit or L/C Related DocumentLetter of Credit Application. The Borrower US Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its their use of any US Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s US Borrowers from pursuing such rights and remedies as it they may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable US Issuing Banks, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any US Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.03(1)(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower US Borrowers may have a claim against the applicable a US Issuing Bank, and any related Agent-Related Person, any of their respective correspondents, participants or assignees of such US Issuing Bank or any Agent-Related Person, and they may be liable to the BorrowerUS Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower US Borrowers which the Borrower proves US Borrowers prove were caused by such US Issuing Bank’s, any such Agent-Related Person’s, or any of such respective correspondents, participants or assignees of such US Issuing Bank or of any Agent-Related Person’s willful misconduct or gross negligence or such US Issuing Bank’s willful failure to pay under any US Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a US Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable US Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such US Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a US 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.

Role of Issuing Bank. Each Lender Bank and the Borrower Party agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 No Agent-Related Person nor any of the applicable Issuing Bankrespective correspondents, the Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable to any Lender Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders Banks or the Required LendersRequisite Banks, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentCredit. The Borrower hereby assumes all risks of the acts or omissions 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 's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None No Agent-Related Person, nor any of the applicable respective correspondents, participants or assignees of Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable or responsible for any of the matters described in clauses subsection (ig) through (v) of Section 2.03(f); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable Issuing Bank, and such Issuing Bank 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 such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank 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 applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C C-Related Document. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, provided that this assumption is not intended to, and shall not, preclude the BorrowerCompany’s or any Subsidiary’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing BankBanks, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such any Issuing Bank shall be liable or responsible for any of the matters described in clauses (ia) through (vf) of Section 2.03(f)2.4.5; provided, however, provided that anything in such clauses to the contrary notwithstanding, the Borrower Company and/or, if applicable, the relevant Subsidiary may have a claim against the applicable Issuing Bank, and such an Issuing Bank may be liable to the BorrowerCompany and for, if applicable, the relevant Subsidiary, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company and/or any such Subsidiary which the Borrower Company proves were caused by such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful unlawful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of 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, the applicable any Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Role of Issuing Bank. Each Revolving Credit Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no Issuing Bank 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 applicable Issuing Bank, the AgentBanks, any of their respective Agent-Related Parties Person nor any correspondentof the respective correspondents, participant participants or assignee assignees of such any Issuing Bank shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Related DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any actual or purported 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 Borrower from pursuing such rights and remedies as it may have against the any actual or purported beneficiary or transferee at Law law or under any other agreement. None of the applicable Issuing Banks, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any Issuing Bank, the Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such Issuing Bank shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(f2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the applicable an Issuing Bank, and any related Agent-Related Person, any of their respective correspondents, participants or assignees of such Issuing Bank or any Agent-Related Person, and they may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, punitive, special, or exemplary, damages suffered by the Borrower which the Borrower proves a court of competent jurisdiction determines in a final, non-appealable judgment were caused by such Issuing Bank’s, any such Agent-Related Person’s, or any of such respective correspondents, participants or assignees of such Issuing Bank or of any Agent-Related Person’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and or other demand for payment or certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable Issuing Bank may accept documents that appear on its their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.